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

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the Seller, the Depositor and the Trustee (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Distribution Date pursuant to this Article following the earlier of (a) the purchase by the Servicer of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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, who are living on the Closing Date. The fair market value of Mortgaged Properties pursuant to the foregoing clause (y) shall 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the 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 after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid by the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims in respect of such funds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the Seller, the Depositor Seller and the Trustee (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Distribution Date pursuant to this Article following the earlier of (a) the purchase by the Servicer of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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, who are living on the Closing Date. The fair market value of Mortgaged Properties pursuant to the foregoing clause (y) shall 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the 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 after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid by the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims in respect of such funds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 10.029.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the Seller, the Depositor Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders after the final Distribution Date and the obligation of the Seller Depositor to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Final Distribution Date pursuant to this Article IX following the earlier of of: (ai) the purchase by the Servicer later of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer, the purchase of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (and if such purchase is made by the Master Servicer only, net of any 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 month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Sx. Xxxxx, who are living xxxxxx on the Closing Datedate hereof; and provided further, that the purchase xxxce set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC. The fair market value of Mortgaged Properties purchase price paid by the Master Servicer pursuant to Section 9.01(a)(ii) shall also include any amounts owed by Residential Funding pursuant to the foregoing last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (yxlvii) shall be determined by the Servicer as of Section 4 of the close of business Assignment Agreement that remain unpaid 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 10.01purchase. The right of the Master Servicer to purchase all outstanding of the Mortgage Loans pursuant to clause (aii) above is exercisable only conditioned upon the date of such purchase occurring on or after the related Clean-up Call Optional Termination Date. If such right is exercisedexercised by the Master Servicer, (i) the Master Servicer shall remit be deemed to have been reimbursed for the Termination Price specified in this Section full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee for deposit in the Certificate Account pursuant to certification required by Section 3.02 (e) on or before 3.15, and the related Deposit Date Trustee and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, any Custodian shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates, Class M Certificates and all other documents furnished Class SB Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfalls previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate through the date of such optional termination. If the Master Servicer exercises this right to purchase the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date on which (1) the Master Servicer anticipates that the final distribution will be made to Certificateholders as a result of the exercise by the Master Servicer as are necessary of its right to transfer the Trustee's interest in purchase the Mortgage Loans or on which (2) the Master Servicer anticipates that the Certificates will be purchased as a result of the exercise by the Master Servicer to purchase the Serviceroutstanding Certificates. 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 related Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Trustee Master Servicer (upon receipt of written directions from if it is exercising the Servicerright to purchase the Mortgage Loans or to purchase the outstanding Certificates), which directions shall be received or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the Certificate Registrar) mailed not earlier than the 15th day and not later than the 15th 25th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying specifying: (ai) the anticipated Final Distribution Date upon which final distribution payment of the related Certificates will is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designateddesignated where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is made, (bii) the amount of any such final distribution and payment or, in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and (ciii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being and that payment will be made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. If the termination Master Servicer or the Trustee is obligated to give notice to Certificateholders as required above, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event of the Trust is in connection with a purchase of the assets Mortgage Loans by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price computed as provided above. As a result of the Trust exercise by the Master Servicer pursuant of its right to clause (a) of purchase the first paragraph in this Sectionoutstanding Certificates, the Trustee Master Servicer shall cause deposit in the Certificate Account, before the Distribution Date on which such purchase is to be distributed to Certificateholders on the final Distribution Dateoccur, in immediately available funds, an amount equal to (i) the purchase price for the Certificates computed as provided above, and provide notice of such deposit to the Offered Certificates, Trustee. The Trustee shall withdraw from such account the amount specified in subsection (c) below and upon presentation and surrender thereof, distribute such amount to the Holders thereof Certificateholders as specified in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and subsection (iic) as below. The Master Servicer shall provide to the Servicer, Trustee written notification of any unpaid servicing compensation with respect change to such the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (other than amounts retained to meet claimsc) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon Upon presentation and surrender of the Class C A Certificates, in proportion Class M Certificates and Class SB Certificates by the Certificateholders thereof, the Trustee shall distribute to their Percentage Interests, any amounts remaining after application pursuant to clauses such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the Mortgage Loans or the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, or (ii)) if the Master Servicer elected to so repurchase the Mortgage Loans or the outstanding Class A Certificates, up to Class M Certificates and Class SB Certificates, an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred price paid pursuant to in, or covered by, clause (a)(ySection 9.01(a) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priorityas follows: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so Class A Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, second, with respect to be paid. the Class M-1 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, third, with respect to the Class M-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fourth, with respect to the Class M-3 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fifth, with respect to the Class M-4 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, sixth, with respect to the Class M-5 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh, with respect to the Class M-6 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eighth, with respect to the Class M-7 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, ninth, with respect to the Class M-8 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, tenth, with respect to the Class M-9 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eleventh, with respect to the Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and accrued interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates, and twelfth, with respect to the Class SB Certificates, all remaining amounts. (d) In the event that all of the relevant any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if the Servicer it exercised its right to purchase the assets of the Trust as provided aboveMortgage Loans) or the 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 theretoTHERETO. If within one year six months after the second notice all any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any funds deposited Certificateholder on any amount held in such escrow account and remaining unclaimed shall be paid the Certificate Account or by the Trustee Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Servicer and thereafter Certificateholders shall look only to the Master Servicer for such payment. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master 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 Certificate Account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any claims in respect costs and expenses associated with such Certificate Account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such fundsdate.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all the Mortgage Loans then and all REO Property remaining in the Trust and all property acquired Estate by the Trust in respect of any such Mortgage Loan Master Servicer at a price equal to the sum of (xi) 100% of the Stated Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yii) below) as of the final Distribution Date and (yii) the fair market value of such acquired Mortgaged Property (determined as described below)REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the applicable related Mortgage Loan Interest Rate on the Stated Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price"acquired) or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. The Master Servicer may not exercise its purchase option for the Trust acquired Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Seller, upon foreclosure or deed in lieu notice of foreclosure Master Servicer's intent to exercise its purchase option of any Mortgage Loan; providedReimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, who are living xiving on the Closing Datedate hereof. The right of the Master Xxxxxcer to purchase the Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans being less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. In addition, the right of the Master Servicer to purchase the Mortgage Loans is conditioned on the sum of clause (a)(i) and (ii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing clause (y) REO Properties; provided, however, that this sentence shall not apply to any purchase by the Master Servicer if, at the time of purchase, the Master 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 the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercisedexercised by the Master Servicer, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer or its respective designees, the Mortgage Files pertaining to the such Mortgage Loans being purchased purchased. The Master Servicer's right, title and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicer. Notice servicing rights of any termination, specifying the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is Master Servicer shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee 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 Final Distribution Date or the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (iI) as to each such 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 Offered CertificatesClass 1-A-R Certificate, the amounts, if any, which remain on deposit (or are deemed to remain on deposit) in the Upper-Tier Certificate Sub-Account, the Middle-Tier Certificate Sub-Account and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceAccount, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date respectively (other than the amounts retained to meet claims) after application pursuant to clause (iI) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an above. An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier Interests and the information with respect Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the amounts so to be paidUncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests, respectively, as provided in Section 5.02. In If the event that all of the relevant applicable Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer) of all of the Mortgage Loans then and all related REO Property remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Estate at a price equal to the sum of (x) 100% of the Principal Balance unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and ), (y) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month’s interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trustacquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of (z) any such Mortgage Loan, less any payments of principal and interest received by Reimbursement Amount owed to the Trust during such Collection Period in respect of each such pursuant to Section 2.02 related to a Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all property remaining in REO Property. No party may exercise its purchase option for the Trust acquired Mortgage Loans until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure a party’s intent to exercise its purchase option of any Mortgage Loan; providedrelated Reimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, who are living on the Closing Datedate hereof. The right of a party to exercise its purchase option with respect to the Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all the Mortgage Loans being less than 10% of the aggregate unpaid principal balance of all the Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing REO Properties; provided, however, that this clause (yB) shall not apply to any purchase by the Master Servicer if, at the time of the purchase, the Master 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 first paragraph of this Section 10.01 will be determined by the Master 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, ’s behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Servicer party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. The right, title and all other documents furnished by interest of the Servicer as are necessary party exercising its purchase option with respect to transfer the Trustee's interest in the Mortgage Loans in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicerservicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any termination, purchase option pursuant to this Section 10.01 and notice of any termination of the Trust specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related applicable Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee (upon receipt of written directions from Securities Administrator by letter to the Servicer, which directions shall be received by Certificateholders mailed not earlier than the Trustee 10th day and not later than the 15th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the Final Distribution Date upon which final distribution payment of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust Estate 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 (net of the amount necessary to cover permitted withdrawals with respect to the Final Distribution Date from the Master Servicer Custodial Account pursuant to Section 3.11(a)(i), (ii), (iii), (iv), (v), (vii) and (x), which amount shall be provided by the Master Servicer pursuant to clause (a) the Securities Administrator and remitted by the Securities Administrator to the Master Servicer for deposit to the Master Servicer Custodial Account). Upon presentation and surrender of the first paragraph in this SectionCertificates, the Trustee 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 Final Distribution Date, an amount equal to (i) as to the Offered Certificates, Date and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims) after application ). 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 such Uncertificated Lower-Tier Interests as provided in Section 5.02. Upon the exercise of any purchase option pursuant to clause (i) above and payment this Section 10.01, the Trustee shall assign to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders applicable party exercising its purchase option each of the applicable Class R Certificates, second mortgage loan representations and warranties made pursuant to the Holders of applicable Servicing Agreement, underlying sale agreement and the Class C Certificate and third to Mortgage Loan Purchase Agreement, without recourse, representation or warranty. If the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in the final distribution to such Certificateholders to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 10.029.03, the respective obligations and responsibilities hereunder of the ServicerCompany, the Seller, the Depositor Master Servicer and the Trustee created hereby (other than the obligation obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Seller to send certain notices as hereinafter hereafter set forth) and the Trust created hereby shall terminate with respect upon payment to the Certificateholders of all Certificates upon amounts held by or on behalf of the last action Trustee and required to be taken by the Trustee on the final Distribution Date pursuant paid to this Article them hereunder following the earlier to occur of (ai) the purchase repurchase by the Servicer Holder of a 50.01% or greater Percentage Interest in the Class R Certificates (the "Majority Class R Certificateholders") or its designee of all Mortgage Loans then and each REO Property in respect thereof remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Fund at a price equal to the sum of (xa) 100% of the Principal Balance unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan one as to which title a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as first day of the final Distribution Date and month in which the proceeds of such repurchase are to be distributed, plus (yb) the fair market appraised value of such acquired Mortgaged any REO Property (determined as described below), plus accrued and but not more than the unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end principal balance of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less any payments the good faith estimate of principal and interest received the Majority Class R Certificateholders of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Trust during such Collection Period in respect Majority Class R Certificateholders and the Trustee at the expense of each such Mortgage Loan the Master Servicer, and (the "Termination Price") or (bii) the final payment or other liquidation of the Principal Balance (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all property remaining REO Property in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loanrespect thereof); providedPROVIDED, howeverHOWEVER, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in April 2033 and (ii) 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, who are living on the Closing Date. The fair market value of Mortgaged Properties pursuant to date hereof, and PROVIDED FURTHER, that the foregoing clause (y) purchase price set forth above shall be increased as is necessary, as determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice Majority Class R Certificateholders, to avoid disqualification of any such termination is furnished to of REMIC 1 or REMIC 2 as a REMIC. In the case of any repurchase by the Majority Class R Certificateholders pursuant to clause (i), the third paragraph Master Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of this Section 10.01the Mortgage Loans and related Mortgage Files and related records to the Majority Class R Certificateholders. The right of the Servicer Majority Class R Certificateholders or its designee to purchase repurchase all outstanding Mortgage Loans pursuant to clause (ai) above is exercisable only on shall be conditioned upon the aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or after less than 1% of the related Cleansum of the aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-up Call Dateoff Date and the Original Pre-Funded Amount. If such right is exercised, (i) the Servicer Majority Class R Certificateholders, upon such repurchase, shall remit the Termination Price specified in this Section provide to the Trustee for deposit notice of such exercise prior to the Determination Date in the Certificate Account pursuant to month preceding the month of purchase and the certification required by Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer3.16. Notice Written notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed (upon receipt of written directions from a) in the Servicerevent such notice is given in connection with the Majority Class R Certificateholders's election to repurchase, which directions shall be received by not earlier than the Trustee 15th day and not later than the 15th 25th day of the month next preceding the month of such final distributiondistribution or (b) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (ai) the Distribution Date upon which final distribution payment of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (bii) the amount of any such final distribution payment and (ciii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. If In the termination of the Trust event such notice is given in connection with a purchase of the assets of the Trust by the Servicer pursuant Majority Class R Certificateholders or its designee's election to clause (a) of the first paragraph in this Sectionrepurchase, the Majority Class R Certificateholders or its designee shall deliver to the Trustee shall cause to be distributed to Certificateholders for deposit in the Certificate Account on the final Business Day immediately preceding the Distribution Date, Date specified in such notice an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer above-described repurchase price payable out of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon its own funds. Upon presentation and surrender of the Class C CertificatesCertificates by the Certificateholders, in proportion the Trustee shall first, pay itself the Trustee's Fees for such Distribution Date and any other amounts owing to their Percentage Intereststhe Trustee under this Agreement, any amounts remaining after application pursuant and second, distribute to clauses the Certificateholders (i) and the amount otherwise distributable on such Distribution Date, if not in connection with the Majority Class R Certificateholders's election to repurchase, or (ii) if the Majority Class R Certificateholders elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate (other than the Class A-IO Certificates and the Class A-5 Certificates), up the outstanding Certificate Principal Balance thereof, plus with respect to an amount equal each Regular Certificate (other than the Class A-PO Certificates), one month's interest thereon at the applicable Pass-Through Rate; and with respect to the Class C Distribution Amount R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred aggregate amount to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, distributed to the Holders of the applicable Class R Regular Certificates, second subject to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, priorities set forth in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zeroSection 4.01. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing Upon certification to the Trustee by a Servicing Officer, following such final deposit, the information with respect Trustee shall promptly release the Mortgage Files as directed by the Majority Class R Certificateholders for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by the Majority Class R Certificateholders as being necessary to the amounts so to be paideffectuate such transfer. In the event that all of the relevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before within six months after the fifth day following such final Distribution Datetime specified in the above-mentioned notice, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the 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 of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed the Class R Certificateholders shall be paid by the Trustee entitled to the Servicer all unclaimed funds and thereafter Certificateholders shall look only to the Servicer with respect to any claims in respect of such funds.other assets which remain subject hereto. 121

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 10.029.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the Seller, the Depositor Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders after the final Distribution Date and the obligation of the Seller Depositor to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Final Distribution Date pursuant to this Article IX following the earlier of of: (ai) the purchase by the Servicer later of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer, the purchase of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (and if such purchase is made by the Master Servicer only, net of any 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 month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United ambxxxxxxx xx xxx Xxited States to the Court of St. XxxxxJames, who are living on the Closing Datedate hereof; xxd provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC. The fair market value of Mortgaged Properties purchase price paid by the Master Servicer pursuant to Section 9.01(a)(ii) shall also include any amounts owed by Residential Funding pursuant to the foregoing last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (yxlvii) shall be determined by the Servicer as of Section 4 of the close of business Assignment Agreement that remain unpaid 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 10.01purchase. The right of the Master Servicer to purchase all outstanding of the Mortgage Loans pursuant to clause (aii) above is exercisable only conditioned upon the date of such purchase occurring on or after the related Clean-up Call Optional Termination Date. If such right is exercisedexercised by the Master Servicer, (i) the Master Servicer shall remit be deemed to have been reimbursed for the Termination Price specified in this Section full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee for deposit in the Certificate Account pursuant to certification required by Section 3.02 (e) on or before 3.15, and the related Deposit Date Trustee and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, any Custodian shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates, Class M Certificates and all other documents furnished Class SB Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfalls previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate through the date of such optional termination. If the Master Servicer exercises this right to purchase the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which (1) the Master Servicer anticipates that the final distribution will be made to Certificateholders as a result of the exercise by the Master Servicer as are necessary of its right to transfer the Trustee's interest in purchase the Mortgage Loans or on which (2) the Master Servicer anticipates that the Certificates will be purchased as a result of the exercise by the Master Servicer to purchase the Serviceroutstanding Certificates. 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 related Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Trustee Master Servicer (upon receipt of written directions from if it is exercising the Servicerright to purchase the Mortgage Loans or to purchase the outstanding Certificates), which directions shall be received or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the Certificate Registrar) mailed not earlier than the 15th day and not later than the 15th 25th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying specifying: (ai) the anticipated Final Distribution Date upon which final distribution payment of the related Certificates will is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designateddesignated where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is made, (bii) the amount of any such final distribution and payment or, in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and (ciii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being and that payment will be made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. If the termination Master Servicer or the Trustee is obligated to give notice to Certificateholders as required above, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event of the Trust is in connection with a purchase of the assets Mortgage Loans by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price computed as provided above. As a result of the Trust exercise by the Master Servicer pursuant of its right to clause (a) of purchase the first paragraph in this Sectionoutstanding Certificates, the Trustee Master Servicer shall cause deposit in the Certificate Account, before the Distribution Date on which such purchase is to be distributed to Certificateholders on the final Distribution Dateoccur, in immediately available funds, an amount equal to (i) the purchase price for the Certificates computed as provided above, and provide notice of such deposit to the Offered Certificates, Trustee. The Trustee shall withdraw from such account the amount specified in subsection (c) below and upon presentation and surrender thereof, distribute such amount to the Holders thereof Certificateholders as specified in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and subsection (iic) as below. The Master Servicer shall provide to the Servicer, Trustee written notification of any unpaid servicing compensation with respect change to such the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (other than amounts retained to meet claimsc) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon Upon presentation and surrender of the Class C A Certificates, in proportion Class M Certificates and Class SB Certificates by the Certificateholders thereof, the Trustee shall distribute to their Percentage Interests, any amounts remaining after application pursuant to clauses such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the Mortgage Loans or the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, or (ii)) if the Master Servicer elected to so repurchase the Mortgage Loans or the outstanding Class A Certificates, up to Class M Certificates and Class SB Certificates, an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred price paid pursuant to in, or covered by, clause (a)(ySection 9.01(a) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priorityas follows: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so Class A Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, second, with respect to be paid. the Class M-1 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, third, with respect to the Class M-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fourth, with respect to the Class M-3 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fifth, with respect to the Class M-4 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, sixth, with respect to the Class M-5 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh, with respect to the Class M-6 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eighth, with respect to the Class M-7 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, ninth, with respect to the Class M-8 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, tenth, with respect to the Class M-9 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eleventh, with respect to the Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and accrued interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates, and twelfth, with respect to the Class SB Certificates, all remaining amounts. (d) In the event that all of the relevant any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if the Servicer it exercised its right to purchase the assets of the Trust as provided aboveMortgage Loans) or the 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 theretoTHERETO. If within one year six months after the second notice all any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any funds deposited Certificateholder on any amount held in such escrow account and remaining unclaimed shall be paid the Certificate Account or by the Trustee Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Servicer and thereafter Certificateholders shall look only to the Master Servicer for such payment. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master 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 Certificate Account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any claims in respect costs and expenses associated with such Certificate Account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such fundsdate.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forth) forth and the Trust created hereby obligations of the Securities Administrator pursuant to Sections 5.04(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of the purchase by the Servicer NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer) of all of the Mortgage Loans then and all related REO Property remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Estate at a price equal to the sum of (xw) 100% of the Principal Balance unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yx) below) as of the final Distribution Date and ), (yx) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month's interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trustacquired), (y) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by Reimbursement Amount owed to the Trust during such Collection Period in respect of each such pursuant to Section 2.02 related to a Mortgage Loan and (z) and any Swap Termination Payment owed to the "Termination Price") Swap Provider pursuant to the Interest Rate Swap Agreement or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. No party may exercise its purchase option for the Trust acquired Mortgage Loans until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure a party's intent to exercise its purchase option of any Mortgage Loan; providedrelated Reimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxxxx Xxxxx xx Xx. Xames, who are living on the Closing Datedate hereof. The right of a party to exexxxxx its purchase option with respect to the Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of the Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the Mortgage Loans as of the Cut-off Date and (B) in the case of the Master Servicer, the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing REO Properties; provided, however, that this clause (yB) shall not apply to any purchase by the Master Servicer if, at the time of the purchase, the Master 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 first paragraph of this Section 10.01 will be determined by the Master 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, 's behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Servicer party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. The right, title and all other documents furnished by interest of the Servicer as are necessary party exercising its purchase option with respect to transfer the Trustee's interest in the Mortgage Loans in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicerservicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any terminationpurchase option pursuant to this Section 10.01 and notice of any termination of the Trust, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related applicable Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee (upon receipt of written directions from Securities Administrator by letter to the Servicer, which directions shall be received by Certificateholders mailed not earlier than the Trustee 10th day and not later than the 15th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the Final Distribution Date upon which final distribution payment of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date equal to the purchase of price for the related assets of the Trust by Estate computed as above provided together with a statement as to the Servicer amount to be distributed on each Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this SectionCertificates, the Trustee 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 Final Distribution Date, an amount equal to (i) as to the Offered Certificates, Date and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier Interests and the information with respect Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier Interests and Uncertificated Middle-Tier Interests as provided in Section 5.02. If the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in the final distribution to such Certificateholders to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the SellerMaster Servicers, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.05(b) and the Trust created hereby 5.06(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of (I) the purchase by the WF Master Servicer of all of the Shifting Interest Mortgage Loans then and all related REO Property remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Estate at a price equal to the sum of (x) 100% of the Principal Balance unpaid principal balance of each such Shifting Interest Mortgage Loan (other than any Shifting Interest Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and ), (y) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month's interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Shifting Interest Mortgage Loan (including any Shifting Interest Mortgage Loan as to which title REO Property has been acquired) and (z) any Reimbursement Amount owed to the underlying Mortgaged Trust pursuant to Section 2.02 related to a Shifting Interest Mortgage Loan and (II) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the Group T2 Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the WF Master Servicer) of all of the Group T2 Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each Group T2 Mortgage Loan (other than any Group T2 Mortgage Loan as to which REO Property has been acquired by and whose fair market value is included pursuant to clause (y) below), (x) the Trust) through fair market value of such REO Property plus one month's interest at the end of related Mortgage Interest Rate on the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of unpaid principal and interest received by the Trust during such Collection Period in respect balance of each such Group T2 Mortgage Loan (including any Group T2 Mortgage Loan as to which REO Property has been -250- acquired), (y) any Reimbursement Amount owed to the "Trust pursuant to Section 2.02 related to a Group T2 Mortgage Loan and (z) any Swap Termination Price") Payments owed to the Swap Providers pursuant to the Interest Rate Swap Agreements or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. No party may exercise its purchase option for the Trust acquired Shifting Interest Mortgage Loans or the Group T2 Mortgage Loans, as the case may be, until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure a party's intent to exercise its purchase option of any Mortgage Loan; providedrelated Reimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxthx Xxxxx xx Xx. Xxxes, who are living on the Closing Datedate hereof. The right of the WF Master Sxxxxxer to exercise its purchase option with respect to the Shifting Interest Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all the Shifting Interest Mortgage Loans being less than 1% of the aggregate unpaid principal balance of all the Shifting Interest Mortgage Loans as of the Cut-off Date 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 Mortgaged Properties pursuant the Shifting Interest Mortgage Loans (other than any Shifting Interest Mortgage Loan as to which REO Property has been acquired) and the foregoing related REO Properties; provided, however, that this clause (yB) shall not apply to any purchase by the WF Master Servicer if, at the time of the purchase, the WF Master 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 first paragraph of this Section 10.01 will be determined by the WF Master 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, 's behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the WF Master Servicer or its designee the Mortgage Files pertaining to the Shifting Interest Mortgage Loans being purchased. The WF Master Servicer's right, title and interest in and to such purchased Shifting Interest Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements or Servicing Contracts. The right of a party to exercise its purchase option with respect to the Group T2 Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the Group T2 Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the Group T2 Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of the Group T2 Mortgage Loans (other than any Group T2 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 a party if, at the time of the purchase, such party is not 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 first paragraph of this Section 10.01 will be determined by the WF Master 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 this Article X. If such right is exercised, the Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. The right, title and all other documents furnished by interest of the Servicer as are necessary party exercising its purchase option with respect to transfer the Trustee's interest in the Group T2 Mortgage Loans in and to such purchased Group T2 Mortgage Loans and the related Mortgage Files shall be subject to the Servicer. Notice servicing rights of any termination, specifying the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 or 5.03 hereof, as applicable, on the final Final Distribution Date or the applicable Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier II Interests, the information with respect Uncertificated Middle-Tier II Interests, the Uncertificated Shifting Interest Lower-Tier Interests and the Uncertificated Shifting Interest Middle-Tier Interests, as applicable, in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier II Interests, Uncertificated Middle-Tier II Interests, Uncertificated Shifting Interest Lower-Tier Interests and Uncertificated Shifting Interest Middle-Tier Interests, respectively, as provided in Section 5.02 or 5.03, as applicable. If the amounts so to be paid. In the event that all of the relevant applicable Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the Seller, the Depositor Seller and the Trustee (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Distribution Date pursuant to this Article following the earlier of (a) the purchase by the Servicer of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date Date, and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trustacquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (Loan, and the "Termination Price") payment to the Certificate Insurer of the Certificate Insurer Repurchase Proceeds, or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any such Mortgage Loan; 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 Josexx X. Xxxxxxx, the xxe late ambassador of the United States to the Court of St. XxxxxJamex, who xxo are living on the Closing Date. The fair market value of Mortgaged Properties pursuant to the foregoing clause (y) shall 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 third paragraph of this Section 10.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Certificate Insurer and the Servicer shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Insurer and not being an expense of the Trust. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price purchase price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date Date, (ii) the Servicer will pay to the Certificate Insurer the Certificate Insurer Repurchase Proceeds and (iiiii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Pricepurchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents 115 121 furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. In addition, on any Distribution Date on which Mortgage Loans with aggregate Principal Balances that equal or exceed 25% of the sum of the Original Pool Balance and the Prefunding Account Deposit have become Liquidated Mortgage Loans, the Certificate Insurer may purchase from the Trust all of the Mortgage Loans then remaining in the Trust at the price set forth in the first paragraph of this Section 10.01 plus the amount of any outstanding and unpaid fees and expenses of the Servicer and the Trustee by remitting such amount to the Trustee for deposit in the Certificate Account pursuant to Section 3.02(e) on or before the related Deposit Date and the Trustee shall, promptly following remittance of such amount, release to the Certificate Insurer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents necessary to transfer the Trustee's interest in such Mortgage Loans to the Certificate Insurer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by if the Trustee Servicer is exercising its right to purchase such assets of the Trust as provided above, or from the Certificate Insurer, if the Certificate Insurer is exercising its right to purchase the assets of the Trust as provided above, in either case given not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Servicer or the Certificate Insurer, as applicable, to the Trustee as described in the preceding sentence, the Servicer or the Certificate Insurer, as applicable, shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for such assets of the Trust computed as above provided. In the case of a purchase by the Servicer, such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, or by the Certificate Insurer pursuant to the third paragraph of this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Monthly Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, sequentially, in reverse order of priority, beginning with pro rata based on the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance Balances thereof is reduced to zeroon such Distribution Date. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the 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 after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid by the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims in respect of such funds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all the Mortgage Loans then and all REO Property remaining in the Trust and all property acquired Estate by the Trust in respect of any such Mortgage Loan Master Servicer at a price equal to the sum of (xi) 100% of the Stated Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yii) below) as of the final Distribution Date and (yii) the fair market value of such acquired Mortgaged Property (determined as described below)REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the applicable related Mortgage Loan Interest Rate on the Stated Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price"acquired) or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. The Master Servicer may not exercise its purchase option for the Trust acquired Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure Master Servicer's intent to exercise its purchase option of any Mortgage Loan; providedReimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, who are living on the Closing Datedate hereof. The right of the Master Servicer to purchase the Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans being less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. In addition, the right of the Master Servicer to purchase the Mortgage Loans is conditioned on the sum of clause (a)(i) and (ii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing clause (y) REO Properties; provided, however, that this sentence shall not apply to any purchase by the Master Servicer if, at the time of purchase, the Master 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 the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercisedexercised by the Master Servicer, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance receipt by the Trustee of such Termination Pricewritten confirmation from the Securities Administrator of payment of the purchase price, release to the Master Servicer or its respective designees, the Mortgage Files pertaining to the such Mortgage Loans being purchased purchased. The Master Servicer's right, title and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicer. Notice servicing rights of any termination, specifying the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is Master Servicer shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee 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 Final Distribution Date or the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (iI) as to each such 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 Offered CertificatesClass 2-A-R Certificate, the amounts, if any, which remain on deposit (or are deemed to remain on deposit) in the Upper-Tier Certificate Sub-Account, the Intermediate Lower-Tier Certificate Sub-Account and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceAccount, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date respectively (other than the amounts retained to meet claims) after application pursuant to clause (iI) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an above. An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier Interests and the information with respect Uncertificated Intermediate Lower-Tier Interests in the same manner as principal and interest are distributed to the amounts so to be paidUncertificated Lower-Tier Interests and the Uncertificated Intermediate Lower-Tier Interests, respectively, as provided in Section 5.02. In If the event that all of the relevant applicable Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all the Mortgage Loans then and all REO Property remaining in the Trust and all property acquired Estate by the Trust in respect of any such Mortgage Loan Master Servicer at a price equal to the sum of (xi) 100% of the Stated Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yii) below) as of the final Distribution Date and (yii) the fair market value of such acquired Mortgaged Property (determined as described below)REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the applicable related Mortgage Loan Interest Rate on the Stated Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price"acquired) or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. The Master Servicer may not exercise its purchase option for the Trust acquired Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure Master Servicer's intent to exercise its purchase option of any Mortgage Loan; providedReimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, who are living on the Closing Datedate hereof. The right of the Master Servicer to purchase the Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans being less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. In addition, the right of the Master Servicer to purchase the Mortgage Loans is conditioned on the sum of clause (a)(i) and (ii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing clause (y) REO Properties; provided, however, that this sentence shall not apply to any purchase by the Master Servicer if, at the time of purchase, the Master 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 the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercisedexercised by the Master Servicer, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or a Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, its behalf shall, promptly following remittance receipt by the Trustee of such Termination Pricewritten confirmation from the Securities Administrator of payment of the purchase price, release to the Master Servicer or its respective designees, the Mortgage Files pertaining to the such Mortgage Loans being purchased purchased. The Master Servicer's right, title and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicer. Notice servicing rights of any termination, specifying the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is Master Servicer shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee 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 Final Distribution Date or the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (iI) as to each such 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 PO Deferred Amount and (II) as to the Offered CertificatesClass 1-A-R Certificate, the amounts, if any, which remain on deposit (or are deemed to remain on deposit) in the Upper-Tier Certificate Sub-Account, the Intermediate Lower-Tier Certificate Sub-Account and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceAccount, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date respectively (other than the amounts retained to meet claims) after application pursuant to clause (iI) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an above. An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier Interests and the information with respect Uncertificated Intermediate Lower-Tier Interests in the same manner as principal and interest are distributed to the amounts so to be paidUncertificated Lower-Tier Interests and the Uncertificated Intermediate Lower-Tier Interests, respectively, as provided in Section 5.02. In If the event that all of the relevant applicable Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all the Mortgage Loans then and all REO Property remaining in the Trust Estate by each of the Master Servicer, CitiMortgage and all property acquired by the Trust in respect of any such Mortgage Loan Washington Mutual at a price equal to the sum of (xi) 100% of the Stated Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yii) below) as of the final Distribution Date and (yii) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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, who are living on the Closing Date. The fair market value of Mortgaged Properties pursuant to the foregoing clause (y) shall be determined by the Servicer Master Servicer, CitiMortgage or Washington Mutual, as applicable, 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 fourth paragraph of this Section 10.01Article X), 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 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 Master Servicer, CitiMortgage or Washington Mutual, as applicable, may not exercise its purchase option until all Reimbursement Amounts for the Mortgage Loans subject to the purchase option have been paid. The Securities Administrator shall notify the Seller, upon notice of the Master Servicer's, CitiMortgage's or Washington Mutual'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 Servicer Master Xxxxxcer, CitiMortgage or Washington Mutual, as applicable, to purchase purchase, in the case of the Master Servicer, all outstanding of the Group 2 Mortgage Loans pursuant and the Non-WM Loans, in the case of CitiMortgage, all of the Group 1 Mortgage Loans, and, in the case of Washington Mutual, all of the WM Loans, is conditioned upon the aggregate Stated Principal Balance of such Mortgage Loans, in the case of the Master Servicer, as of the Final Distribution Date, or, in the case of CitiMortgage or Washington Mutual, as of the applicable Distribution Date, being less than 1% of the aggregate Cut-off Date Principal Balance of such Mortgage Loans subject to clause (a) above is exercisable only on or after the related Clean-up Call Datepurchase option. If such right is exercisedexercised by the Master Servicer, (i) CitiMortgage or Washington Mutual, as applicable, the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, Securities Administrator shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Servicer Master Servicer, CitiMortgage or Washington Mutual, as applicable, or their respective designees, the Mortgage Files pertaining to the such Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicerpurchased. Notice of any terminationtermination of the Trust (or any portion thereof in respect of an optional purchase by CitiMortgage or Washington Mutual), specifying specifying, in the case of the Master Servicer, the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) ), or, in the case of CitiMortgage or Washington Mutual, the applicable Distribution Date, upon which the related applicable Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee Master Servicer (upon receipt of written directions from if the Master Servicer, which directions shall be received CitiMortgage or Washington Mutual, as the case may be, exercises its right in respect of an optional purchase as described in this Section 10.01) or by the Trustee Securities Administrator (in any other case) 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) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) in the case of the Master Servicer, the Final Distribution Date Date, or, in the case of CitiMortgage or Washington Mutual, the applicable Distribution Date, upon which final distribution payment of the related applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If the termination Master Servicer is obligated to give notice to any 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 such Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Certificate Account on or before, in the case of the Trust is Master Servicer, the Final Distribution Date, or, in connection with a the case of CitiMortgage or Washington Mutual, the applicable 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 such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust Estate (or any portion thereof in respect of an optional purchase by CitiMortgage or Washington Mutual) computed as above provided together with a statement as to the Servicer amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee Securities Administrator shall cause to be distributed to the applicable Certificateholders on of each Class, in the final order set forth in Section 5.02 hereof, on, in the case of the Master Servicer, the Final Distribution Date, or, in the case of CitiMortgage or Washington Mutual, the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (iI) as to each such 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 30-PO Components and the Class 1-CB-PO Certificates and (II) as to the Offered Class 1-CB-R, Class 2-A-R and Class 3-A-R1, Class 3-A-R2 and Class 3-A-R3 Certificates, and upon presentation and surrender thereofas applicable, to the Holders thereof amounts, if any, which remain on deposit in proportion to their respective Percentage Interests the Certificate Principal BalanceAccount (and are deemed to be on deposit in Sub-Account 1, and Sub-Account 2, Sub-Account 3, Sub-Account 3WM, the Class Interest Distribution applicable to such Offered Middle-Tier Sub-Account or the Upper-Tier Certificate and (ii) Sub-Account, as to the Servicerapplicable, any unpaid servicing compensation with respect to such Distribution Date (other than the amounts retained to meet claims) after application pursuant to clause (iI) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an above. An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated distributed in reduction respect of the amounts otherwise distributable on the final Distribution Date in the following order of priority: firstinterest and principal, as applicable, to the Holders of Uncertificated Middle-Tier Interests and to the Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Middle-Tier Interests and Uncertificated Lower-Tier Interests, respectively, as provided in Section 5.02. If the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Master Servicer (if the Servicer Master Servicer, CitiMortgage or Washington Mutual, as the case may be, exercised its right to in respect of an optional purchase the assets of the Trust as provided abovedescribed in this Section 10.01) or the Trustee Securities Administrator (in any other case) shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the 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, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all the Mortgage Loans then and all REO Property remaining in the Trust and all property acquired Estate by the Trust in respect of any such Mortgage Loan Master Servicer at a price equal to the sum of (xi) 100% of the Stated Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yii) below) as of the final Distribution Date and (yii) the fair market value of such acquired Mortgaged Property (determined as described below)REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the applicable related Mortgage Loan Interest Rate on the Stated Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price"acquired) or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. The Master Servicer may not exercise its purchase option for the Trust acquired Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure Master Servicer's intent to exercise its purchase option of any Mortgage Loan; providedReimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, who are living on the Closing Datedate hereof. The right of the Master Servicer to purchase the Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans being less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. In addition, the right of the Master Servicer to purchase the Mortgage Loans is conditioned on the sum of clause (a)(i) and (ii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing clause (y) REO Properties; provided, however, that this sentence shall not apply to any purchase by the Master Servicer if, at the time of purchase, the Master 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 the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercisedexercised by the Master Servicer, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance receipt by the Trustee of such Termination Pricewritten confirmation from the Securities Administrator of payment of the purchase price, release to the Master Servicer or its respective designees, the Mortgage Files pertaining to the such Mortgage Loans being purchased purchased. The Master Servicer's right, title and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicer. Notice servicing rights of any termination, specifying the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is Master Servicer shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee 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 Final Distribution Date or the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (iI) as to each such 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 Offered CertificatesClass 1-A-R Certificate, the amounts, if any, which remain on deposit (or are deemed to remain on deposit) in the Upper-Tier Certificate Sub-Account, the Intermediate Lower-Tier Certificate Sub-Account and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceAccount, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date respectively (other than the amounts retained to meet claims) after application pursuant to clause (iI) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an above. An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier Interests and the information with respect Uncertificated Intermediate Lower-Tier Interests in the same manner as principal and interest are distributed to the amounts so to be paidUncertificated Lower-Tier Interests and the Uncertificated Intermediate Lower-Tier Interests, respectively, as provided in Section 5.02. In If the event that all of the relevant applicable Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.05(b) and the Trust created hereby 5.06(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of (I) the purchase by the Master Servicer of all of the Group 5 Mortgage Loans then and all related REO Property remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Estate at a price equal to the sum of (x) 100% of the Principal Balance unpaid principal balance of each such Group 5 Mortgage Loan (other than any Group 5 Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and ), (y) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month's interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Group 5 Mortgage Loan (including any Group 5 Mortgage Loan as to which title REO Property has been acquired) and (z) any Reimbursement Amount owed to the underlying Mortgaged Trust pursuant to Section 2.02 related to a Group 5 Mortgage Loan, (II) the purchase by the Master Servicer of all of the Crossed Loan Group Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Crossed Loan Group Mortgage Loan (other than any Crossed Loan Group Mortgage Loan as to which REO Property has been acquired by and whose fair market value is included pursuant to clause (y) below), (y) the Trust) through fair market value of such REO Property plus one month's interest at the end of related Mortgage Interest Rate on the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of unpaid principal and interest received by the Trust during such Collection Period in respect balance of each such Crossed Loan Group Mortgage Loan (including any Crossed Loan Group Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the "Trust pursuant to Section 2.02 related to a Crossed Loan Group Mortgage Loan and (III) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the OC Optional Termination Price"Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer of the Mortgage Loans) of all of the OC Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each OC Mortgage Loan (other than any OC Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (x) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each OC Mortgage Loan (including any OC Mortgage Loan as to which REO Property has been acquired), (y) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to an OC Mortgage Loan and (z) any Swap Termination Payments owed to the Swap Provider pursuant to the Interest Rate Swap Agreements or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. No party may exercise its purchase option with respect to the Trust acquired applicable Mortgage Loans, until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure a party's intent to exercise its purchase option of any Mortgage Loan; providedrelated Reimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxxx xxx Xxxxx xx Xt. James, who are living on the Closing Datedate hereof. The right of the Master Xxxvicer to exercise its purchase option with respect to the Group 5 Mortgage Loans is conditioned upon (i) (A) the aggregate Stated Principal Balance of all the Group 5 Mortgage Loans being less than 5% of the aggregate unpaid principal balance of all the Group 5 Mortgage Loans as of the Cut-off Date 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 Mortgaged the Group 5 Mortgage Loans (other than any Group 5 Mortgage Loan as to which REO Property has been acquired) and the related REO Properties and (ii) (A) the aggregate Stated Principal Balance of all the Crossed Loan Group Mortgage Loans being less than 10% of the aggregate unpaid principal balance of all the Crossed Loan Group Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to the foregoing clause (ya)(II) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of the Crossed Loan Group Mortgage Loans (other than any Crossed Loan Group Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that each clause (B) in this paragraph shall not apply to any purchase by the Master Servicer if, at the time -190- of the purchase, the Master 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 first paragraph of this Section 10.01 will be determined by the Master 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, 's behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Shifting Interest Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Shifting Interest Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. The right of a party to exercise its purchase option with respect to the OC Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the OC Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the OC Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(III) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of the OC Mortgage Loans (other than any OC 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 a party if, at the time of the purchase, such party is not 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 first paragraph of this Section 10.01 will be determined by the Master 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 this Article X. If such right is exercised, the Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. The right, title and all other documents furnished by interest of the Servicer as are necessary party exercising its purchase option with respect to transfer the Trustee's interest in the OC Mortgage Loans in and to such purchased OC Mortgage Loans and the related Mortgage Files shall be subject to the Servicer. Notice servicing rights of any termination, specifying the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 or 5.03 hereof, as applicable, on the final Final Distribution Date or the applicable Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier II Interests, the information with respect Uncertificated Middle-Tier II Interests, the Uncertificated Shifting Interest Crossed Loan Group Lower-Tier Interests, the Uncertificated Shifting Interest Loan Group 5 Lower-Tier Interests and the Uncertificated Shifting Interest Middle-Tier Interests, as applicable, in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier II Interests, Uncertificated Middle-Tier II Interests, Uncertificated Shifting Interest Crossed Loan Group Lower-Tier Interests, Uncertificated Shifting Interest Loan Group 5 Lower-Tier Interests and Uncertificated Shifting Interest Middle-Tier Interests, respectively, as provided in Section 5.02 or 5.03, as applicable. If the amounts so to be paid. In the event that all of the relevant applicable Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the Seller, the Depositor Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Trustee pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all of the Mortgage Loans then and all REO Property remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Estate at a price equal to the sum of (x) 100% of the Principal Balance unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and ), (y) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month's interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by acquired) and (z) any Reimbursement Amount owed to the Trust) through the end Trust pursuant to Section 2.02 related to a Mortgage Loan. Regardless of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loanforegoing, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, who are living on the Closing Datedate hereof. The right of the Servicer to purchase the Mortgage Loans is conditioned upon (A) the aggregate of the Pool Stated Principal Balance of all of the Loan Groups being less than 10% of the aggregate unpaid principal balance of the Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the second preceding paragraph being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing REO Properties; provided, however, that this clause (yB) 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 third fourth paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, 's behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicerpurchased. Notice of any termination, specifying the Distribution Date (which shall be a applicable date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee (upon receipt of written directions from by letter to the Servicer, which directions shall be received by the Trustee Certificateholders mailed not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the applicable Distribution Date upon which final distribution payment of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee 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 Trustee therein specified. If the termination of Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trust Trustee 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 connection with a 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 applicable Final Distribution Date equal to the purchase of price for the related assets of the Trust by 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. Not less than five (5) Business Days prior to the Final Distribution Date, the Trustee shall notify the Servicer pursuant to clause (a) of the first paragraph amount of any unpaid Reimbursement Amount owed to the Trust related to the Mortgage Loans and the Servicer shall deposit such amount in this Sectionthe Certificate Account not later than the Business Day preceding the Final Distribution Date. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the final Final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated distributed in reduction respect of the amounts otherwise distributable on the final Distribution Date in the following order of priority: firstinterest and principal, as applicable, to the Holders of Uncertificated Lower-Tier Interests and the applicable Class R Certificates, second Uncertificated Subsidiary Lower-Tier Interests in the same manner as principal and interest are distributed to the Holders of Uncertificated Lower-Tier Interests and the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, Uncertificated Subsidiary Lower-Tier Interests as provided in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zeroSection 5.02. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that If all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Trustee in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the 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, any funds deposited in such escrow account the Trustee 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the SellerServicers, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of (i) the purchase of all of the Mortgage Loans in the CB Crossed Loan Groups and all REO Property relating thereto by the Master Servicer of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance unpaid principal balance of each such Mortgage Loan in the CB Crossed Loan Groups (other than any Mortgage Loan in the CB Crossed Loan Groups as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and ), (y) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month's interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Mortgage Loan in the CB Crossed Loan Groups (including any Mortgage Loan as to which title REO Property has been acquired) and (z) any Reimbursement Amount owed to the underlying Mortgaged Trust pursuant to Section 2.02 related to a Mortgage Loan in the CB Crossed Loan Groups and (ii) the purchase of all of the Mortgage Loans in the DB Crossed Loan Groups and all REO Property relating thereto by the Master Servicer at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan in the DB Crossed Loan Groups (other than any Mortgage Loan in the DB Crossed Loan Groups as to which REO Property has been acquired by and whose fair market value is included pursuant to clause (ii) below), (y) the Trustfair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan in the DB Crossed Loan Groups (including any Mortgage Loan as to which REO Property has been acquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of (z) any such Mortgage Loan, less any payments of principal and interest received by Reimbursement Amount owed to the Trust during such Collection Period in respect of each such pursuant to Section 2.02 related to a Mortgage Loan (in the "Termination Price") DB Crossed Loan Groups or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. Regardless of the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; providedforegoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, who are living xiving on the Closing Datedate hereof. The right of the Master Xxxxxcer to purchase the CB Crossed Loan Group Mortgage Loans or DB Crossed Loan Group Mortgage Loans is conditioned upon (A) (i) the aggregate of the Pool Stated Principal Balances of the CB Crossed Loan Groups or (ii) the aggregate of the Pool Stated Principal Balances for DB Crossed Loan Groups being less than 10% of the aggregate unpaid principal balance of the related Mortgage Loans as of the Cut-off Date and (B) the purchase prices calculated pursuant to clauses (a)(i) or (ii) of the second preceding paragraph being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the related Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing REO Properties; provided, however, that this clause (yB) shall not apply to any purchase by the Master Servicer if, at the time of the purchase, the Master 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 Master 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 third fourth paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, 's behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. The Master Servicer's right, title and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicerservicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of any terminationtermination of a Loan Group or Loan Groups, specifying the Distribution Date (which shall be a applicable date that would otherwise be a Distribution Date) upon which the related applicable Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee (upon receipt of written directions from Securities Administrator by letter to the Servicer, which directions shall be received by the Trustee applicable Certificateholders mailed not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the applicable Distribution Date upon which final distribution payment of the related applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If the termination of Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trust Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in connection with a the Distribution 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 Distribution Account on the applicable Final Distribution Date equal to the purchase of price for the related assets of the Trust by computed as above provided together with a statement as to the Servicer amount to be distributed on each Class of Certificates pursuant to clause the next succeeding paragraph. Not less than five (a5) Business Days prior to the applicable Final Distribution Date, the Securities Administrator shall notify the Master Servicer of the first paragraph amount of any unpaid Reimbursement Amount owed to the Trust related to the applicable Mortgage Loans and the Master Servicer shall deposit such amount in this Sectionthe Distribution Account not later than the Business Day preceding the Final Distribution Date. Upon presentation and surrender of the applicable Certificates, the Trustee Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Section 5.02 hereof on the final applicable Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated distributed in reduction respect of the amounts otherwise distributable on the final Distribution Date in the following order of priority: firstinterest and principal, as applicable, to the Holders of Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests as provided in Section 5.02. If the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Distribution Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the 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, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 10.029.03, the respective obligations and responsibilities hereunder of the ServicerCompany, the Seller, the Depositor Master Servicer and the Trustee created hereby (other than the obligation obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make certain payments to Certificateholders after and to the final Distribution Date and the obligation of the Seller to send certain notices Certificate Insurer as hereinafter hereafter set forth) and the Trust created hereby shall terminate with respect upon payment to the Certificateholders and to the Certificate Insurer of all Certificates upon amounts held by or on behalf of the last action Trustee and required to be taken by the Trustee on the final Distribution Date pursuant paid to this Article them hereunder following the earlier to occur of (ai) the purchase repurchase by the Servicer Countrywide or its designee of all Mortgage Loans then and each REO Property in respect thereof remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Fund at a price equal to the sum of (xa) 100% of the Principal Balance unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan one as to which title a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as first day of the final Distribution Date and month in which the proceeds of such repurchase are to be distributed, plus (yb) the fair market appraised value of such acquired Mortgaged any REO Property (determined as described below), plus accrued and but not more than the unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end principal balance of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less any payments the good faith estimate of principal Countrywide of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by Countrywide and interest received by the Trust during such Collection Period in respect Trustee at the expense of each such Mortgage Loan the Master Servicer and (c) the "Termination Price") or Reimbursement Amount due to the Certificate Insurer, and (bii) the final payment or other liquidation of the Principal Balance (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all property remaining REO Property in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loanrespect thereof); providedPROVIDED, howeverHOWEVER, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in January 2032 and (ii) 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, who are living on the Closing Datedate hereof, and PROVIDED FURTHER, that the purchase price set forth above shall be increased as is necessary, as determined by Countrywide, to avoid disqualification of any of REMIC 1 or REMIC 2 as a REMIC. The fair market value In the case of Mortgaged Properties any repurchase by Countrywide pursuant to the foregoing clause (y) i), the Master Servicer shall be determined by exercise reasonable efforts to cooperate fully with the Servicer as Trustee in effecting such repurchase and the transfer of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished Mortgage Loans and related Mortgage Files and related records to Certificateholders pursuant to the third paragraph of this Section 10.01Countrywide. The right of the Servicer Countrywide or its designee to purchase repurchase all outstanding Mortgage Loans pursuant to clause (ai) above is exercisable only on shall be conditioned upon the aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or after less than 10% of the related Cleansum of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-up Call off Date. If such right is exercised, (i) the Servicer Countrywide, upon such repurchase, shall remit the Termination Price specified in this Section provide to the Trustee for deposit notice of such exercise prior to the Determination Date in the Certificate Account pursuant to month preceding the month of purchase and the certification required by Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer3.16. Notice Written notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed (upon receipt of written directions from a) in the Servicerevent such notice is given in connection with Countrywide's election to repurchase, which directions shall be received by not earlier than the Trustee 15th day and not later than the 15th 25th day of the month next preceding the month of such final distributiondistribution or (b) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (ai) the Distribution Date upon which final distribution payment of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (bii) the amount of any such final distribution payment and (ciii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. If In the termination of the Trust event such notice is given in connection with a purchase of the assets of the Trust by the Servicer pursuant Countrywide or its designee's election to clause (a) of the first paragraph in this Sectionrepurchase, the Countrywide or its designee shall deliver to the Trustee shall cause to be distributed to Certificateholders for deposit in the Certificate Account on the final Business Day immediately preceding the Distribution Date, Date specified in such notice an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer above-described repurchase price payable out of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon its own funds. Upon presentation and surrender of the Class C CertificatesCertificates by the Certificateholders, in proportion the Trustee shall first, pay itself the Trustee's Fees for such Distribution Date and any other amounts owing to their Percentage Intereststhe Trustee under this Agreement, any amounts remaining after application pursuant and second, distribute to clauses the Certificateholders (i) and the amount otherwise distributable on such Distribution Date, if not in connection with the Countrywide's election to repurchase, or (ii) if the Countrywide elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate (other than the Class A-IO Certificates and the Class A-4 Certificates), up the outstanding Certificate Principal Balance thereof, plus with respect to an amount equal each Regular Certificate (other than the Class A-PO Certificates), one month's interest thereon at the applicable Pass-Through Rate; and with respect to the Class C Distribution Amount R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred aggregate amount to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, distributed to the Holders of the applicable Class R Regular Certificates, second subject to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, priorities set forth in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zeroSection 4.01. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing Upon certification to the Trustee by a Servicing Officer, following such final deposit, the information with respect Trustee shall promptly release the Mortgage Files as directed by Countrywide for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by Countrywide as being necessary to the amounts so to be paideffectuate such transfer. In the event that all of the relevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before within six months after the fifth day following such final Distribution Datetime specified in the above-mentioned notice, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the 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 of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed the Class R Certificateholders shall be paid by the Trustee entitled to the Servicer all unclaimed funds and thereafter Certificateholders shall look only to the Servicer with respect to any claims in respect of such funds.other assets which remain subject hereto. 112

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the SellerServicers, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of (i) the purchase of all of the Mortgage Loans in Loan Group 1 and all REO Property relating thereto by the Master Servicer and (ii) the purchase of all the Mortgage Loans then remaining in the Trust Crossed Loan Groups and all property acquired REO Property relating thereto by the Trust in respect of any such Mortgage Loan Master Servicer at a purchase price equal to the sum of (xi) 100% of the Stated Principal Balance of each such Mortgage Loan in such Loan Group (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yii) below) as of the final Distribution Date and (yii) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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, who are living on the Closing Date. The fair market value of Mortgaged Properties pursuant to the foregoing clause (y) shall be determined by the Servicer Master 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 third fifth paragraph of this Section 10.01Article X), 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 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 and the disposition of all REO Property. The Master Servicer may not exercise its purchase option until all Reimbursement Amounts for the Mortgage Loans subject to the purchase option have been paid. The Securities Administrator shall notify the Seller, upon notice of the Master Servicer's intent to exercise its purchase option, of any Reimbursement Amount outstanding. The right of the Master Servicer to purchase all outstanding the Group 1 Mortgage Loans pursuant to clause or the Crossed Loan Group Mortgage Loans is conditioned upon (ai) above is exercisable only on the Pool Stated Principal Balance of Loan Group 1 or after (ii) the aggregate of the Pool Stated Principal Balances for the Crossed Loan Groups being less being less than 10% of the aggregate unpaid principal balance of the related CleanMortgage Loans as of the Cut-up Call off Date (each, a "Termination Date"). If such right is exercisedexercised by the Master Servicer, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Servicer Master Servicer, or its respective designees, the Mortgage Files pertaining to the such Mortgage Loans being purchased purchased. The Master Servicer's right, title and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicerservicing rights of the Servicers pursuant to the related Servicing Agreements. 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. Notice of any terminationterminatiox xx the Trust, specifying specifying, in the case of the Master Servicer, the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) ), upon which the related Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee Master Servicer (upon receipt if the Master Servicer exercises its right in respect of written directions from the Servicer, which directions shall be received an optional purchase as described in this Section 10.01) or by the Trustee Securities Administrator (in any other case) by letter to the applicable Certificateholders mailed not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the applicable Distribution Date upon which final distribution payment of the related applicable Certificates will shall be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If the termination of Master Servicer is obligated to give notice to any Certificateholders as aforesaid, it shall give such notice to the Trust Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to such Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in connection with a 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 such Final Distribution Date, equal to the purchase of price for the related assets of the Trust by Estate computed as above provided together with a statement as to the Servicer amount to be distributed on each Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Section 5.02 hereof on the final applicable Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated distributed in reduction respect of the amounts otherwise distributable on the final Distribution Date in the following order of priority: firstinterest and principal, as applicable, to the Holders Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests as provided in Section 5.02. After all distributions have been made as required by this paragraph, any amount remaining in any Reserve Fund shall be distributed to Banc of America Securities LLC. If the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Distribution Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the 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, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all the Mortgage Loans then and all REO Property remaining in the Trust and all property acquired Estate by the Trust in respect of any such Mortgage Loan Servicer at a price equal to the sum of (xi) 100% of the Stated Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yii) below) as of the final Distribution Date and (yii) the fair market value of such acquired Mortgaged Property (determined as described below)REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the applicable related Mortgage Loan Interest Rate on the Stated Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price"acquired) or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. Fair market value for the Trust acquired purposes of this paragraph will be determined by the Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon foreclosure or deed in lieu which such notice of foreclosure the exercise of any purchase right is furnished to Certificateholders pursuant to the sixth paragraph of this Section 10.01. The Servicer may not exercise its purchase option for the Mortgage Loan; providedLoans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Seller, howeverupon notice of the Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, who are living xiving on the Closing Date. The fair market value of Mortgaged Properties pursuant to the foregoing clause (y) shall 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 third paragraph of this Section 10.01hereof. The right of the Servicer to Servicex xx purchase all outstanding the Mortgage Loans pursuant to clause (a) above is exercisable only on or after conditioned upon the related Cleanaggregate Stated Principal Balance of the Mortgage Loans being less than 1% of the aggregate Cut-up Call Dateoff Date Principal Balance of the Mortgage Loans. If such right is exercisedexercised by the Servicer, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, Custodian shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Servicer or its designee, the Mortgage Files pertaining to the such Mortgage Loans being purchased and all other documents furnished by purchased. (1) the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is Servicer shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee 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 Final Distribution Date or the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (iI) as to each such 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 Offered CertificatesClass 1-A-R Certificate, the amounts, if any, which remain on deposit (or are deemed to remain on deposit) in the Upper-Tier Certificate Sub-Account, the Middle-Tier Certificate Sub-Account and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceAccount, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date respectively (other than the amounts retained to meet claims) after application pursuant to clause (iI) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an above. An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier Interests and the information with respect Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the amounts so to be paidUncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests, respectively, as provided in Section 5.02. In If the event that all of the relevant applicable Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the SellerServicers, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of (i) the purchase by the Servicer of all of the Mortgage Loans then remaining in the Trust CB Crossed Loan Groups and all property acquired REO Property relating thereto by the Trust in respect of any such Mortgage Loan at a price equal to the sum of an Auction Winner (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) defined below) as of or the final Distribution Date Master Servicer and (yii) the fair market value purchase of such acquired Mortgaged all the Mortgage Loans in the DB Crossed Loan Groups and all REO Property (determined as described below), plus accrued and unpaid interest at relating thereto by an Auction Winner or the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") Master Servicer or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining REO Property. On any Distribution Date on which either of (i) the aggregate of the Pool Stated Principal Balances of the CB Crossed Loan Groups or (ii) the aggregate of the Pool Stated Principal Balances for DB Crossed Loan Groups is less than 10% of the aggregate unpaid principal balance of the related Mortgage Loans as of the Cut-off Date (each, a "Termination Date"), the Securities Administrator will initiate an auction process (the "Termination Auction") to sell such Mortgage Loans and the related REO Property of such Loan Group or Loan Groups. The Securities Administrator may not sell such Mortgage Loans and related REO Property unless the proceeds of the sale, after deduction of the expenses of the sale (including expenses for previously attempted but unsuccessful Termination Auctions) and all unreimbursed fees and advances (the "Minimum Bid Price"), is at least equal to the aggregate outstanding Class Certificate Balance of the related Certificates, plus all accrued and unpaid interest thereon to the Distribution Date following the date of the sale. A Termination Auction may not occur until all Reimbursement Amounts for the Mortgage Loans subject to such Termination Auction have been paid. The Securities Administrator shall determine if any Reimbursement Amount is outstanding in the Trust acquired upon foreclosure event a Termination Auction occurs and shall take such action as is required to cause the applicable Servicer or deed in lieu the Seller to remit such Reimbursement Amount to the Securities Administrator for deposit into the Distribution Account prior to the Distribution Date following the date of foreclosure sale. Regardless of any Mortgage Loan; providedthe foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, who are living xiving on the Closing date hereof. Within five (5) Business Xxxx prior to the respective Termination Date, the Securities Administrator shall deliver a bid notice for the applicable Mortgage Loans and the REO Properties to at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans. The fair market value of Mortgaged bid notice shall specify the Mortgage Loans and the REO Properties pursuant that are being sold, and identify the Minimum Bid Price and the other information necessary for the bidders to make bids. All bids must be submitted to the foregoing clause (y) shall be Securities Administrator on a date determined by the Servicer as of the close of business on the third Business Day next preceding the Securities Administrator, which date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit be set forth in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining bid notice. Only cash bids may be accepted. With respect to the Mortgage Loans being purchased and all other documents furnished by related REO Properties to be purchased, if one or more bids that exceed the Servicer as Minimum Bid Price are necessary to transfer received, the Trustee's interest in price (the "Termination Price") for such Mortgage Loans and related REO Property shall be equal to the Servicerhighest price bid by a bidder, and such bidder (the "Auction Winner") shall complete the purchase of such Mortgage Loans and related REO Properties at the Termination Price before the next Distribution Date for the Certificates relating to such auctioned Mortgage Loans and REO Properties. If, however, no bid equals or exceeds the Minimum Bid Price for the applicable Mortgage Loans and related REO Properties, the Securities Administrator will continue to auction the applicable Mortgage Loans and related REO Property every three months until the Minimum Bid Price is received or three auctions have failed to produce the Minimum Bid Price. If three auctions have failed to produce the Minimum Bid Price, the Master Servicer may, at its option, purchase such Mortgage Loans and related REO Property at the Minimum Bid Price. Notice of any terminationtermination of a Loan Group or Loan Groups, specifying the Distribution Date (which shall be a applicable date that would otherwise be a Distribution Date) upon which the related applicable Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee (upon receipt of written directions from Securities Administrator by letter to the Servicer, which directions shall be received by the Trustee applicable Certificateholders mailed not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the applicable Distribution Date upon which final distribution payment of the related applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If the termination Upon presentation and surrender of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Sectionapplicable Certificates, the Trustee Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Section 5.02 hereof on the final applicable Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand in respect of the related REMIC (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 payment principal, as applicable, to the Servicer of Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests as provided in Section 5.02. In addition, any amounts to which it is entitled as reimbursement hereunder and (iii) as remaining Prepayment Premiums shall be distributed to the Class C Certificateholders and upon presentation and surrender of the Class C P Certificates, in proportion to their Percentage Interestsas distributions from the Grantor Trust. After all distributions have been made as required by this paragraph, any amounts amount remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and in any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value Reserve Fund shall be allocated in reduction distributed to Banc of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of America Securities LLC. If the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Distribution Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the 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, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.05(b) and the Trust created hereby 5.06(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of (I) the purchase by the Master Servicer of all of the Shifting Interest Mortgage Loans then and all related REO Property remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Estate at a price equal to the sum of (x) 100% of the Principal Balance unpaid principal balance of each such Shifting Interest Mortgage Loan (other than any Shifting Interest Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and ), (y) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month's interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Shifting Interest Mortgage Loan (including any Shifting Interest Mortgage Loan as to which title REO Property has been acquired) and (z) any Reimbursement Amount owed to the underlying Mortgaged Trust pursuant to Section 2.02 related to a Shifting Interest Mortgage Loan and (II) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the OC Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer of the Mortgage Loans) of all of the OC Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each OC Mortgage Loan (other than any OC Mortgage Loan as to which REO Property has been acquired by and whose fair market value is included pursuant to clause (y) below), (x) the Trust) through fair market value of such REO Property plus one month's interest at the end of related Mortgage Interest Rate on the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of unpaid principal and interest received by the Trust during such Collection Period in respect balance of each such OC Mortgage Loan (including any OC Mortgage Loan as to which REO Property has been acquired), (y) any Reimbursement Amount owed to the "Trust pursuant to Section 2.02 related to an OC Mortgage Loan and (z) any Swap Termination Price") Payments owed to the Swap Provider pursuant to the Interest Rate Swap Agreements or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. No party may exercise its purchase option with respect to the Trust acquired applicable Mortgage Loans, until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure a party's intent to exercise its purchase option of any Mortgage Loan; providedrelated Reimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxxs, who are living on the Closing Datedate hereof. The right of the Master Servixxx to exercise its purchase option with respect to the Shifting Interest Mortgage Loans is conditioned upon (i) (A) the aggregate Stated Principal Balance of all the Shifting Interest Mortgage Loans being less than 10% of the aggregate unpaid principal balance of all the Shifting Interest Mortgage Loans as of the Cut-off Date 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 Mortgaged Properties pursuant the Shifting Interest Mortgage Loans (other than any Shifting Interest Mortgage Loan as to which REO Property has been acquired) and the foregoing related REO Properties; provided, however, that each clause (yB) in this paragraph shall not apply to any purchase by the Master Servicer if, at the time of the purchase, the Master 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 first paragraph of this Section 10.01 will be determined by the Master 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, 's behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Shifting Interest Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Shifting Interest Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. The right of a party to exercise its purchase option with respect to the OC Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the OC Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the OC Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(III) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of the OC Mortgage Loans (other than any OC 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 a party if, at the time of the purchase, such party is not 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 first paragraph of this Section 10.01 will be determined by the Master 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 this Article X. If such right is exercised, the Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. The right, title and all other documents furnished by interest of the Servicer as are necessary party exercising its purchase option with respect to transfer the Trustee's interest in the OC Mortgage Loans in and to such purchased OC Mortgage Loans and the related Mortgage Files shall be subject to the Servicer. Notice servicing rights of any termination, specifying the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon the exercise of the first paragraph in any purchase option pursuant to this SectionSection 10.01, the Trustee shall assign to the applicable party exercising its purchase option each of the applicable mortgage loan representations and warranties made pursuant to the applicable Servicing Agreement, the North Fork Bank Assignment Agreement and the Mortgage Loan Purchase Agreement, without recourse, representation or warranty. Upon presentation and surrender of the applicable Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 or 5.03 hereof, as applicable, on the final Final Distribution Date or the applicable Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier II Interests, the information with respect Uncertificated Shifting Interest Lower-Tier Interests and the Uncertificated Shifting Interest Middle-Tier Interests, as applicable, in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier II Interests, Uncertificated Shifting Interest Lower-Tier Interests and Uncertificated Shifting Interest Middle-Tier Interests, respectively, as provided in Section 5.02 or 5.03, as applicable. If the amounts so to be paid. In the event that all of the relevant applicable Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the Seller, the Depositor Seller and the Trustee (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Distribution Date pursuant to this Article following the earlier of (a) the purchase by the Servicer of all Mortgage Loans then and all property acquired in respect of any Mortgage Loan remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date Date, and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trustacquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (Loan, and the "Termination Price") payment to the Certificate Insurer of the Certificate Insurer Repurchase Proceeds, or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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 Josexx X. Xxxxxxx, the xxe late ambassador of the United States to the Court of St. XxxxxJamex, who xxo are living on the Closing Date. The fair market value of Mortgaged Properties pursuant to the foregoing clause (y) shall 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 third paragraph of this Section 10.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Certificate Insurer and the Servicer shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Insurer and not being an expense of the Trust. 101 The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price purchase price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date Date, (ii) the Servicer will pay to the Certificate Insurer the Certificate Insurer Repurchase Proceeds and (iiiii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Pricepurchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. In addition, on any Distribution Date on which Mortgage Loans with aggregate Principal Balances that equal or exceed 25% of the sum of the Original Pool Balance and the Prefunding Account Deposit have become Liquidated Mortgage Loans, the Certificate Insurer may purchase from the Trust all of the Mortgage Loans then remaining in the Trust at the price set forth in the first paragraph of this Section 10.01 plus the amount of any outstanding and unpaid fees and expenses of the Servicer and the Trustee by remitting such amount to the Trustee for deposit in the Certificate Account pursuant to Section 3.02(e) on or before the related Deposit Date and the Trustee shall, promptly following remittance of such amount, release to the Certificate Insurer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents necessary to transfer the Trustee's interest in such Mortgage Loans to the Certificate Insurer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by if the Trustee Servicer is exercising its right to purchase the assets of the Trust as provided above, or from the Certificate Insurer, if the Certificate Insurer is exercising its right to purchase the assets of the Trust as provided above, in either case given not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Servicer or the Certificate Insurer, as applicable, to the Trustee as described in the preceding sentence, the Servicer or the Certificate Insurer, as applicable, shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for the assets of the Trust computed as above provided. In the case of a purchase by the Servicer, such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, or by the Certificate Insurer pursuant to the third paragraph of this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Class A Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Class A Certificate Principal Balance, and the Class A Monthly Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C R Certificateholders and upon presentation and surrender of the Class C R Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, Certificates and second to the Holders of the Class C Certificate and third to the Holders of the Offered A-1 Certificates, sequentiallyClass A-2 Certificates, in reverse order of priorityClass A-3 Certificates, beginning with Class A-4 Certificates and Class A-5 Certificates, pro rata based on the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance Balances thereof is reduced to zeroon such Distribution Date. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the 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 after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid by the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims in respect of such funds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of the purchase by the Servicer NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer) of all of the Mortgage Loans then and all related REO Property remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Estate at a price equal to the sum of (x) 100% of the Principal Balance unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and ), (y) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month's interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trustacquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of (z) any such Mortgage Loan, less any payments of principal and interest received by Reimbursement Amount owed to the Trust during such Collection Period in respect of each such pursuant to Section 2.02 related to a Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. No party may exercise its purchase option for the Trust acquired Mortgage Loans until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure a party's intent to exercise its purchase option of any Mortgage Loan; providedrelated Reimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxthx Xxxxx xx Xx. Xxxes, who are living on the Closing Datedate hereof. The right of a party to exercxxx its purchase option with respect to the Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing REO Properties; provided, however, that this clause (yB) shall not apply to any purchase by the Master Servicer if, at the time of the purchase, the Master 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 first paragraph of this Section 10.01 will be determined by the Master 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, 's behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Servicer party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. The right, title and all other documents furnished by interest of the Servicer as are necessary party exercising its purchase option with respect to transfer the Trustee's interest in the Mortgage Loans in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicerservicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any terminationpurchase option pursuant to this Section 10.01 and notice of any termination of the Trust, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related applicable Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee (upon receipt of written directions from Securities Administrator by letter to the Servicer, which directions shall be received by Certificateholders mailed not earlier than the Trustee 10th day and not later than the 15th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the Final Distribution Date upon which final distribution payment of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date equal to the purchase of price for the related assets of the Trust by Estate computed as above provided together with a statement as to the Servicer amount to be distributed on each Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this SectionCertificates, the Trustee 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 Final Distribution Date, an amount equal to (i) as to the Offered Certificates, Date and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier Interests and the information with respect Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier Interests and Uncertificated Middle-Tier Interests as provided in Section 5.02. If the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in the final distribution to such Certificateholders to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the SellerMaster Servicers, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all the Mortgage Loans then and all REO Property remaining in the Trust and all property acquired Estate by the Trust in respect of any such Mortgage Loan each Call Right Holder at a price equal to the sum of (xi) 100% of the Stated Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (yii) below) as of the final Distribution Date and (yii) the fair market value of such acquired Mortgaged Property (determined as described below)REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the applicable related Mortgage Loan Interest Rate on the Stated Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price"acquired) or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all property remaining in REO Property. The WF Master Servicer, as a Call Right Holder, may not exercise its purchase option for the Trust acquired WF Group 4 Call Right Mortgage Loans until all WF Master Serviced Loan Reimbursement Amounts for the WF Group 4 Call Right Mortgage Loans have been paid. The WMMSC Master Servicer, as a Call Right Holder, may not exercise its purchase option for the WMMSC Group 4 Call Right Mortgage Loans until all WMMSC Master Serviced Loan Reimbursement Amounts for the WMMSC Group 4 Call Right Mortgage Loans have been paid. The WMMSC Master Servicer, as a Call Right Holder, may not exercise its purchase option for the Group 1 Mortgage Loans until all WMMSC Master Serviced Loan Reimbursement Amounts for the Group 1 Mortgage Loans have been paid. The WF Master Servicer, as a Call Right Holder, may not exercise its purchase option for the Group 2, Group 3 and Group 5 Mortgage Loans until all WF Master Serviced Loan Reimbursement Amounts for the Group 2, Group 3 and Group 5 Mortgage Loans have been paid. The Securities Administrator shall notify the Representing Party (if such party is unaffiliated with the WMMSC Master Servicer), upon foreclosure notice of the WMMSC Master Servicer's intent to exercise its purchase option of either the WMMSC Group 4 Call Right Mortgage Loans or deed in lieu of foreclosure the Group 1 Mortgage Loans, of any WMMSC Master Serviced Loan Reimbursement Amounts outstanding on the applicable Mortgage Loan; providedLoans and the Representing Party shall remit to the Securities Administrator for deposit to the Certificate Account any unpaid WMMSC Master Serviced Loan Reimbursement Amounts for the applicable Mortgage Loans not later than the Business Day preceding the next succeeding Distribution Date. The Securities Administrator shall notify the Seller, howeverupon notice of WF Master Servicer's intent to exercise its purchase option or the WF Group 1 Call Right Mortgage Loans or Group 2, that Group 3 and Group 5 Mortgage Loans, of any WF Master Serviced Loan Reimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, who are living xiving on the Closing Datedate hereof. The right of the WF Mastxx Xxrvicer, as a Call Right Holder, to purchase the WF Group 4 Call Right Mortgage Loans or Group 2, Group 3 and Group 5 Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the WF Group 4 Call Right Mortgage Loans or the aggregate Stated Principal Balance of the Group 2, Group 3 and Group 5 Mortgage Loans, as applicable, being less than 1% of the aggregate Cut-off Date Stated Principal Balance of such Mortgage Loans subject to the related purchase option. The right of the WMMSC Master Servicer, as a Call Right Holder, to purchase the WMMSC Group 4 Call Right Mortgage Loans or the Group 1 Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the WMMSC Group 4 Call Right Mortgage Loans or the Group 1 Mortgage Loans, as applicable, being less than 1% of the aggregate Cut-off Date Stated Principal Balance of such Mortgage Loans subject to the related purchase option. In addition, the right of any Call Right Holder to purchase the applicable Mortgage Loans is conditioned on the sum of clause (a)(i) and (ii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing clause (y) REO Properties; provided, however, that this sentence shall not apply to any purchase by a Call Right Holder if, at the time of purchase, such Call Right Holder 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 the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Servicer Call Right Holder exercising its purchase right as of the close of business on the third Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercisedexercised by the WF Master Servicer or the WMMSC Master Servicer, (i) as applicable, the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, Securities Administrator shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the WF Master Servicer or the WMMSC Master Servicer, as applicable, or their respective designees, the Mortgage Files pertaining to the such Mortgage Loans being purchased and all other documents furnished by purchased. (1) the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a or the applicable Distribution Date) , upon which the related Certificateholders may surrender their Certificates to the Trustee for final payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Any Call Right Holder exercising its respective call right shall remit to the termination of Securities Administrator for deposit to the Trust is Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate or any portion of the Servicer Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the final Final Distribution Date or the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (iI) as to each such Class of Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest-bearing Certificate and (II) as to the Offered Class 1-A-R and Class 1-A-LR Certificates, and upon presentation and surrender thereofas applicable, to the Holders thereof amounts, if any, which remain on deposit in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation Account with respect to such Distribution Date the related Mortgage Loans (and are deemed to be on deposit in Sub-Account WF-4, Sub-Account WF-RCR, Sub-Account WMMSC-1 or Sub-Account WMMSC-4, as applicable, other than the amounts retained to meet claims) after application pursuant to clause (iI) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an above. An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated distributed in reduction respect of the amounts otherwise distributable on the final Distribution Date in the following order of priority: firstinterest and principal, as applicable, to the Holders of Uncertificated Pooling REMIC Interests and to the Uncertificated Group REMIC Interests in the same manner as principal and interest are distributed to the Uncertificated Pooling REMIC Interests and Uncertificated Group REMIC Interests, respectively, as provided in Section 5.02. If the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the 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, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 10.029.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the Seller, the Depositor Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders after the final Distribution Date and the obligation of the Seller Depositor to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Final Distribution Date pursuant to this Article IX following the earlier of of: (ai) the purchase by the Servicer later of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer, the purchase of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (and if such purchase is made by the Master Servicer only, net of any 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 month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. XxxxxJames, who are living on livinx xx xxx xxxx xxxxof; and provided further, that the Closing Datepurchase price set forth aboxx xxall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC. The fair market value of Mortgaged Properties purchase price paid by the Master Servicer pursuant to Section 9.01(a)(ii) shall also include any amounts owed by Residential Funding pursuant to the foregoing last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (yxlvii) shall be determined by the Servicer as of Section 4 of the close of business Assignment Agreement that remain unpaid 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 10.01purchase. The right of the Master Servicer to purchase all outstanding of the Mortgage Loans pursuant to clause (aii) above is exercisable only conditioned upon the date of such purchase occurring on or after the related Clean-up Call Optional Termination Date. If such right is exercisedexercised by the Master Servicer, (i) the Master Servicer shall remit be deemed to have been reimbursed for the Termination Price specified in this Section full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee for deposit in the Certificate Account pursuant to certification required by Section 3.02 (e) on or before 3.15, and the related Deposit Date Trustee and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, any Custodian shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates, Class M Certificates and all other documents furnished Class SB Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfalls previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate through the date of such optional termination. If the Master Servicer exercises this right to purchase the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date on which (1) the Master Servicer anticipates that the final distribution will be made to Certificateholders as a result of the exercise by the Master Servicer as are necessary of its right to transfer the Trustee's interest in purchase the Mortgage Loans or on which (2) the Master Servicer anticipates that the Certificates will be purchased as a result of the exercise by the Master Servicer to purchase the Serviceroutstanding Certificates. 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 related Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Trustee Master Servicer (upon receipt of written directions from if it is exercising the Servicerright to purchase the Mortgage Loans or to purchase the outstanding Certificates), which directions shall be received or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the Certificate Registrar) mailed not earlier than the 15th day and not later than the 15th 25th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying specifying: (ai) the anticipated Final Distribution Date upon which final distribution payment of the related Certificates will is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designateddesignated where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is made, (bii) the amount of any such final distribution and payment or, in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and (ciii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being and that payment will be made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. If the termination Master Servicer or the Trustee is obligated to give notice to Certificateholders as required above, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event of the Trust is in connection with a purchase of the assets Mortgage Loans by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price computed as provided above. As a result of the Trust exercise by the Master Servicer pursuant of its right to clause (a) of purchase the first paragraph in this Sectionoutstanding Certificates, the Trustee Master Servicer shall cause deposit in the Certificate Account, before the Distribution Date on which such purchase is to be distributed to Certificateholders on the final Distribution Dateoccur, in immediately available funds, an amount equal to (i) the purchase price for the Certificates computed as provided above, and provide notice of such deposit to the Offered Certificates, Trustee. The Trustee shall withdraw from such account the amount specified in subsection (c) below and upon presentation and surrender thereof, distribute such amount to the Holders thereof Certificateholders as specified in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and subsection (iic) as below. The Master Servicer shall provide to the Servicer, Trustee written notification of any unpaid servicing compensation with respect change to such the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (other than amounts retained to meet claimsc) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon Upon presentation and surrender of the Class C A Certificates, in proportion Class M Certificates and Class SB Certificates by the Certificateholders thereof, the Trustee shall distribute to their Percentage Interests, any amounts remaining after application pursuant to clauses such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the Mortgage Loans or the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, or (ii)) if the Master Servicer elected to so repurchase the Mortgage Loans or the outstanding Class A Certificates, up to Class M Certificates and Class SB Certificates, an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred price paid pursuant to in, or covered by, clause (a)(ySection 9.01(a) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priorityas follows: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so Class A Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, second, with respect to be paid. the Class M-1 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, third, with respect to the Class M-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fourth, with respect to the Class M-3 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fifth, with respect to the Class M-4 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, sixth, with respect to the Class M-5 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh, with respect to the Class M-6 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eighth, with respect to the Class M-7 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, ninth, with respect to the Class M-8 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, tenth, with respect to the Class M-9 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eleventh, with respect to the Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and accrued interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates, and twelfth, with respect to the Class SB Certificates, all remaining amounts. (d) In the event that all of the relevant any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if the Servicer it exercised its right to purchase the assets of the Trust as provided aboveMortgage Loans) or the 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 Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any funds deposited Certificateholder on any amount held in such escrow account and remaining unclaimed shall be paid the Certificate Account or by the Trustee Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Servicer and thereafter Certificateholders shall look only to the Master Servicer for such payment. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master 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 Certificate Account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any claims in respect costs and expenses associated with such Certificate Account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such fundsdate.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 10.029.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the Seller, the Depositor Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders after the final Distribution Date and the obligation of the Seller Depositor to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Final Distribution Date pursuant to this Article IX following the earlier of of: (ai) the purchase by the Servicer later of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer, the purchase of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (and if such purchase is made by the Master Servicer only, net of any 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 month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United ambaxxxxxx xx xxx Xxxted States to the Court of St. XxxxxJames, who are living on the Closing Datedate hereof; xxx provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC. The fair market value of Mortgaged Properties purchase price paid by the Master Servicer pursuant to Section 9.01(a)(ii) shall also include any amounts owed by Residential Funding pursuant to the foregoing last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (yxlvii) shall be determined by the Servicer as of Section 4 of the close of business Assignment Agreement that remain unpaid 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 10.01purchase. The right of the Master Servicer to purchase all outstanding of the Mortgage Loans pursuant to clause (aii) above is exercisable only conditioned upon the date of such purchase occurring on or after the related Clean-up Call Optional Termination Date. If such right is exercisedexercised by the Master Servicer, (i) the Master Servicer shall remit be deemed to have been reimbursed for the Termination Price specified in this Section full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee for deposit in the Certificate Account pursuant to certification required by Section 3.02 (e) on or before 3.15, and the related Deposit Date Trustee and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, any Custodian shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates, Class M Certificates and all other documents furnished Class SB Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfalls previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate through the date of such optional termination. If the Master Servicer exercises this right to purchase the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which (1) the Master Servicer anticipates that the final distribution will be made to Certificateholders as a result of the exercise by the Master Servicer as are necessary of its right to transfer the Trustee's interest in purchase the Mortgage Loans or on which (2) the Master Servicer anticipates that the Certificates will be purchased as a result of the exercise by the Master Servicer to purchase the Serviceroutstanding Certificates. 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 related Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Trustee Master Servicer (upon receipt of written directions from if it is exercising the Servicerright to purchase the Mortgage Loans or to purchase the outstanding Certificates), which directions shall be received or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the Certificate Registrar) mailed not earlier than the 15th day and not later than the 15th 25th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying specifying: (ai) the anticipated Final Distribution Date upon which final distribution payment of the related Certificates will is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designateddesignated where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is made, (bii) the amount of any such final distribution and payment or, in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and (ciii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being and that payment will be made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. If the termination Master Servicer or the Trustee is obligated to give notice to Certificateholders as required above, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event of the Trust is in connection with a purchase of the assets Mortgage Loans by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price computed as provided above. As a result of the Trust exercise by the Master Servicer pursuant of its right to clause (a) of purchase the first paragraph in this Sectionoutstanding Certificates, the Trustee Master Servicer shall cause deposit in the Certificate Account, before the Distribution Date on which such purchase is to be distributed to Certificateholders on the final Distribution Dateoccur, in immediately available funds, an amount equal to (i) the purchase price for the Certificates computed as provided above, and provide notice of such deposit to the Offered Certificates, Trustee. The Trustee shall withdraw from such account the amount specified in subsection (c) below and upon presentation and surrender thereof, distribute such amount to the Holders thereof Certificateholders as specified in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and subsection (iic) as below. The Master Servicer shall provide to the Servicer, Trustee written notification of any unpaid servicing compensation with respect change to such the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (other than amounts retained to meet claimsc) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon Upon presentation and surrender of the Class C A Certificates, in proportion Class M Certificates and Class SB Certificates by the Certificateholders thereof, the Trustee shall distribute to their Percentage Interests, any amounts remaining after application pursuant to clauses such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the Mortgage Loans or the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, or (ii)) if the Master Servicer elected to so repurchase the Mortgage Loans or the outstanding Class A Certificates, up to Class M Certificates and Class SB Certificates, an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred price paid pursuant to in, or covered by, clause (a)(ySection 9.01(a) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priorityas follows: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so Class A Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, second, with respect to be paid. the Class M-1 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, third, with respect to the Class M-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fourth, with respect to the Class M-3 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fifth, with respect to the Class M-4 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, sixth, with respect to the Class M-5 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh, with respect to the Class M-6 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eighth, with respect to the Class M-7 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, ninth, with respect to the Class M-8 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, tenth, with respect to the Class M-9 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eleventh, with respect to the Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and accrued interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates, and twelfth, with respect to the Class SB Certificates, all remaining amounts. (d) In the event that all of the relevant any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if the Servicer it exercised its right to purchase the assets of the Trust as provided aboveMortgage Loans) or the 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 theretoTHERETO. If within one year six months after the second notice all any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any funds deposited Certificateholder on any amount held in such escrow account and remaining unclaimed shall be paid the Certificate Account or by the Trustee Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Servicer and thereafter Certificateholders shall look only to the Master Servicer for such payment. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master 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 Certificate Account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any claims in respect costs and expenses associated with such Certificate Account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such fundsdate.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 10.029.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the Seller, the Depositor Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders after the final Distribution Date and the obligation of the Seller Depositor to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Final Distribution Date pursuant to this Article IX following the earlier of of: (ai) the purchase by the Servicer later of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer, the purchase of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (and if such purchase is made by the Master Servicer only, net of any 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) plus the Certificate Insurer Premium Modified Rate, to, but not including, the first day of the month in which such repurchase price is distributed, including payments of any amounts due to the Certificate Insurer pursuant to the Insurance Agreement and (B) any unpaid Swap Termination Payment and any Net Swap Payments payable to the Swap Counterparty (or any Swap Termination Payment payable to the Swap Counterparty as a result of the exercise of the option provided for in this Section 9.01(a)(ii)); provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years 21years 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, who are living on the Closing Datedate hereof; and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC. The fair market value of Mortgaged Properties purchase price paid by the Master Servicer pursuant to Section 9.01(a)(ii) shall also include any amounts owed by Residential Funding pursuant to the foregoing last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (yxlvii) shall be determined by the Servicer as of Section 4 of the close of business Assignment Agreement that remain unpaid 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 10.01purchase. The right of the Master Servicer to purchase all outstanding of the Mortgage Loans pursuant to clause (aii) above is exercisable only conditioned upon the date of such purchase occurring on or after the related Clean-up Call Optional Termination Date. If such right is exercisedexercised by the Master Servicer, (i) the Master Servicer shall remit be deemed to have been reimbursed for the Termination Price specified in this Section full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee for deposit in the Certificate Account pursuant to certification required by Section 3.02 (e) on or before 3.15, and the related Deposit Date Trustee and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, Custodian shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer the Mortgage Custodial Files pertaining to the Mortgage Loans being purchased purchased. No purchase pursuant to clause (ii) of this Section 9.01(a) is permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing. In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates and all other documents furnished Class SB Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month’s Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfalls previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate through the date of such optional termination. If the Master Servicer exercises this right to purchase the outstanding Class A Certificates and Class SB Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee, the Supplemental Interest Trust Trustee, the Swap Counterparty (so long as the Swap Agreement has not previously been terminated) and the Certificate Insurer not less than 40 days’ prior notice of the Distribution Date on which (1) the Master Servicer anticipates that the final distribution will be made to Certificateholders as a result of the exercise by the Master Servicer as are necessary of its right to transfer the Trustee's interest in purchase the Mortgage Loans or on which (2) the Master Servicer anticipates that the Certificates will be purchased as a result of the exercise by the Master Servicer to purchase the Serviceroutstanding Certificates. 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 related Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Trustee Master Servicer (upon receipt of written directions from if it is exercising the Servicerright to purchase the Mortgage Loans or to purchase the outstanding Certificates), which directions shall be received or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the Certificate Registrar and the Certificate Insurer) mailed not earlier than the 15th day and not later than the 15th 25th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying specifying: (ai) the anticipated Final Distribution Date upon which final distribution payment of the related Certificates will is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designateddesignated where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is made, (bii) the amount of any such final distribution and payment or, in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and (ciii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being and that payment will be made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. If the termination Master Servicer or the Trustee is obligated to give notice to Certificateholders as required above, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event of the Trust is in connection with a purchase of the assets Mortgage Loans by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price computed as provided above. As a result of the Trust exercise by the Master Servicer pursuant of its right to clause (a) of purchase the first paragraph in this Sectionoutstanding Certificates, the Trustee Master Servicer shall cause deposit in the Certificate Account, before the Distribution Date on which such purchase is to be distributed to Certificateholders on the final Distribution Dateoccur, in immediately available funds, an amount equal to (i) the purchase price for the Certificates computed as provided above, and provide notice of such deposit to the Offered Certificates, Trustee and upon presentation the Certificate Insurer. The Trustee shall withdraw from such account the amount specified in subsection (c) below and surrender thereof, distribute such amount to the Holders thereof Certificateholders as specified in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and subsection (iic) as below. The Master Servicer shall provide to the Servicer, Trustee written notification of any unpaid servicing compensation with respect change to such the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (other than amounts retained to meet claimsc) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon Upon presentation and surrender of the Class C CertificatesA Certificates and Class SB Certificates by the Certificateholders thereof, in proportion the Trustee and the Supplemental Interest Trust Trustee, as applicable, shall distribute to their Percentage Interests, any amounts remaining after application pursuant to clauses such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer’s election to repurchase the Mortgage Loans or the outstanding Class A Certificates and Class SB Certificates, or (ii)) if the Master Servicer elected to so repurchase the Mortgage Loans or the outstanding Class A Certificates and Class SB Certificates, up to an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred price paid pursuant to in, or covered by, clause (a)(ySection 9.01(a) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priorityas follows: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the Class A Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, second, with respect to the Certificate Insurer, the amount of any Cumulative Insurance Payment; third, with respect to the Class A Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and accrued interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates, fourth, to the Certificate Insurer, any amounts so owed to be paid. it pursuant to the Insurance Agreement, fifth, to the Swap Counterparty (without duplication of amounts payable to the Swap Counterparty on such date in accordance with Section 4.02) any Swap Termination Payment payable to the Swap Counterparty then remaining unpaid or which is due to the exercise of any early termination of the Trust Fund pursuant to this Section 9.01 and sixth, with respect to the Class SB Certificates, all remaining amounts. (d) In the event that all of the relevant any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if the Servicer it exercised its right to purchase the assets of the Trust as provided aboveMortgage Loans) or the 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 Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any funds deposited Certificateholder on any amount held in such escrow account and remaining unclaimed shall be paid the Certificate Account or by the Trustee Master Servicer as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Servicer and thereafter Certificateholders shall look only to the Master Servicer for such payment. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master 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 Certificate Account or by the Master Servicer as a result of such Certificateholder’s failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any claims in respect costs and expenses associated with such Certificate Account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such fundsdate.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 10.029.02, the respective obligations and responsibilities hereunder of the ServicerDepositor, the Seller, the Depositor Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders after the final Distribution Date and the obligation of the Seller Depositor to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee on the final Final Distribution Date pursuant to this Article IX following the earlier of of: (ai) the purchase by the Servicer later of all Mortgage Loans then remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation of the Principal Balance (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer, the purchase of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (and if such purchase is made by the Master Servicer only, net of any 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 month in which such repurchase price is distributed; 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, who are living on the Closing Datedate hereof; and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC. The fair market value of Mortgaged Properties purchase price paid by the Master Servicer pursuant to Section 9.01(a)(ii) shall also include any amounts owed by Residential Funding pursuant to the foregoing last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (yxlvii) shall be determined by the Servicer as of Section 4 of the close of business Assignment Agreement that remain unpaid 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 10.01purchase. The right of the Master Servicer to purchase all outstanding of the Mortgage Loans pursuant to clause (aii) above is exercisable only conditioned upon the date of such purchase occurring on or after the related Clean-up Call Optional Termination Date. If such right is exercisedexercised by the Master Servicer, (i) the Master Servicer shall remit be deemed to have been reimbursed for the Termination Price specified in this Section full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee for deposit in the Certificate Account pursuant to certification required by Section 3.02 (e) on or before 3.15, and the related Deposit Date Trustee and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, Custodian shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer the Mortgage Custodial Files pertaining to the Mortgage Loans being purchased purchased. In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates, Class M Certificates and all other documents furnished Class SB Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfalls previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate through the date of such optional termination. If the Master Servicer exercises this right to purchase the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date on which (1) the Master Servicer anticipates that the final distribution will be made to Certificateholders as a result of the exercise by the Master Servicer as are necessary of its right to transfer the Trustee's interest in purchase the Mortgage Loans or on which (2) the Master Servicer anticipates that the Certificates will be purchased as a result of the exercise by the Master Servicer to purchase the Serviceroutstanding Certificates. 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 related Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Trustee Master Servicer (upon receipt of written directions from if it is exercising the Servicerright to purchase the Mortgage Loans or to purchase the outstanding Certificates), which directions shall be received or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the Certificate Registrar) mailed not earlier than the 15th day and not later than the 15th 25th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying specifying: (ai) the anticipated Final Distribution Date upon which final distribution payment of the related Certificates will is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designateddesignated where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is made, (bii) the amount of any such final distribution and payment or, in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and (ciii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being and that payment will be made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee therein specified. If the termination Master Servicer or the Trustee is obligated to give notice to Certificateholders as required above, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event of the Trust is in connection with a purchase of the assets Mortgage Loans by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price computed as provided above. As a result of the Trust exercise by the Master Servicer pursuant of its right to clause (a) of purchase the first paragraph in this Sectionoutstanding Certificates, the Trustee Master Servicer shall cause deposit in the Certificate Account, before the Distribution Date on which such purchase is to be distributed to Certificateholders on the final Distribution Dateoccur, in immediately available funds, an amount equal to (i) the purchase price for the Certificates computed as provided above, and provide notice of such deposit to the Offered Certificates, Trustee. The Trustee shall withdraw from such account the amount specified in subsection (c) below and upon presentation and surrender thereof, distribute such amount to the Holders thereof Certificateholders as specified in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and subsection (iic) as below. The Master Servicer shall provide to the Servicer, Trustee written notification of any unpaid servicing compensation with respect change to such the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (other than amounts retained to meet claimsc) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon Upon presentation and surrender of the Class C A Certificates, in proportion Class M Certificates and Class SB Certificates by the Certificateholders thereof, the Trustee shall distribute to their Percentage Interests, any amounts remaining after application pursuant to clauses such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the Mortgage Loans or the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, or (ii)) if the Master Servicer elected to so repurchase the Mortgage Loans or the outstanding Class A Certificates, up to Class M Certificates and Class SB Certificates, an amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred price paid pursuant to in, or covered by, clause (a)(ySection 9.01(a) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priorityas follows: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so Class A Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, second, with respect to be paid. the Class M-1 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, third, with respect to the Class M-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fourth, with respect to the Class M-3 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fifth, with respect to the Class M-4 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, sixth, with respect to the Class M-5 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh, with respect to the Class M-6 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eighth, with respect to the Class M-7 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, ninth, with respect to the Class M-8 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, tenth, with respect to the Class M-9 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eleventh, with respect to the Class M-10 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, twelfth, with respect to the Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and accrued interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates, and thirteenth, with respect to the Class SB Certificates, all remaining amounts. (d) In the event that all of the relevant any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if the Servicer it exercised its right to purchase the assets of the Trust as provided aboveMortgage Loans) or the 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 Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any funds deposited Certificateholder on any amount held in such escrow account and remaining unclaimed shall be paid the Certificate Account or by the Trustee Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Servicer and thereafter Certificateholders shall look only to the Master Servicer for such payment. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master 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 Certificate Account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any claims in respect costs and expenses associated with such Certificate Account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such fundsdate.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and the Trust created hereby 5.05(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Master Servicer of all of the Mortgage Loans then and all related REO Property remaining in the Trust and all property acquired by the Trust in respect of any such Mortgage Loan Estate at a price equal to the sum of (x) 100% of the Principal Balance unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and ), (y) the fair market value of such acquired Mortgaged REO Property (determined as described below), plus accrued and unpaid one month's interest at the applicable related Mortgage Loan Interest Rate on the Principal Balance unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged REO Property has been acquired by the Trustacquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of (z) any such Mortgage Loan, less any payments of principal and interest received by Reimbursement Amount owed to the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") pursuant to Section 2.02 or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining in REO Property. The Master Servicer may not exercise its purchase option for the Trust acquired Mortgage Loans until all Reimbursement Amounts have been paid. The Securities Administrator shall notify the Sponsor, upon foreclosure or deed in lieu notice of foreclosure the Master Servicer's intent to exercise its purchase option of any Mortgage Loan; providedReimbursement Amount outstanding. Regardless of the foregoing, 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, who are living on the Closing Datedate hereof. The right of the Master Servicer to exercise its purchase option with respect to the Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all the Mortgage Loans being less than 10% of the aggregate unpaid principal balance of all the Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of Mortgaged Properties pursuant the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the foregoing related REO Properties; provided, however, that this clause (yB) shall not apply to any purchase by the Master Servicer if, at the time of the purchase, the Master 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 first paragraph of this Section 10.01 will be determined by the Master 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 third paragraph of this Section 10.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. Article X. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) or Custodian on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, 's behalf) shall, promptly following remittance payment of such Termination Pricethe purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased purchased. The Master Servicer's right, title and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the Servicerservicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any terminationpurchase option pursuant to this Section 10.01 and notice of any termination of the Trust or any portion of the Trust, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee (upon receipt of written directions from Securities Administrator by letter to the Servicer, which directions shall be received by Certificateholders mailed not earlier than the Trustee 10th day and not later than the 15th day of the month next preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the Final Distribution Date 128 upon which final distribution payment of the related Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the Certificates at the office or agency of the Trustee Securities Administrator therein specified. If Upon the termination exercise of its purchase option, the Trust is Master Servicer shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date equal to the purchase of price for the related assets of the Trust by Estate computed as above provided together with a statement as to the Servicer amount to be distributed on each Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this SectionCertificates, the Trustee 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 Final Distribution Date, an amount equal to (i) as to the Offered Certificates, Date and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date distributed in respect of each Class of Certificates. The Servicer shall provide in writing interest and principal to the Trustee Uncertificated Lower-Tier Interests and the information with respect Uncertificated Middle-Tier Interests, as applicable, in the same manner as principal and interest are distributed to the amounts so to be paidsuch Uncertificated Lower-Tier Interests and Uncertificated Middle-Tier Interests, respectively, as provided in Section 5.02. In the event that If all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the a final distribution with respect thereto. If within one (1) year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Depositor, the Master Servicer, the Seller, the Depositor Securities Administrator and the Trustee created hereby (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the final Final Distribution Date and the obligation of the Seller to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.06(b) and the Trust created hereby 5.07(b)) shall terminate with respect to all Certificates upon the last action required to be taken by the Trustee Securities Administrator on the final Final Distribution Date pursuant to this Article X following the earlier of (a) the later of (i) the purchase by the Servicer of all of the Mortgage Loans then remaining in the Trust Shifting Interest Loan Groups and all property acquired REO Property relating thereto by the Trust in respect of any such Mortgage Loan at a price equal to the sum of an Auction Winner (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) defined below) as of the final Distribution Date and (yii) the fair market value purchase of such acquired Mortgaged all the Group 7 Mortgage Loans and all REO Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired relating thereto by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") an Auction Winner or (b) the final payment or other liquidation of the Principal Balance (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or Estate and the disposition of all property remaining REO Property. On any Distribution Date on which either of (i) the aggregate of the Pool Stated Principal Balances of the Shifting Interest Loan Groups or (ii) the Pool Stated Principal Balance for Loan Group 7 is less than 10% of the aggregate unpaid principal balance of the related Mortgage Loans as of the Cut-off Date (each, a "Termination Date"), the Securities Administrator will initiate an auction process (the "Termination Auction") to sell such Mortgage Loans and the related REO Property of such Loan Group or Loan Groups. The Securities Administrator may not sell such Mortgage Loans and related REO Property unless the proceeds of the sale, after deduction of the expenses of the sale and all unreimbursed fees and advances (the "Minimum Bid Price"), is at least equal to (i) the aggregate outstanding Class Certificate Balance of the related Certificates, plus all accrued and unpaid interest thereon to the Distribution Date following the date of the sale, in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death case of the last survivor Shifting Interest Loan Groups or (ii) the sum of the descendants of Xxxxxx X. Xxxxxxx, aggregate unpaid principal balance plus accrued interest for each Group 7 Mortgage Loan at the late ambassador related Mortgage Interest Rate to but not including the first day of the United States to month in which such proceeds are distributed and the Court of St. Xxxxx, who are living on the Closing Date. The aggregate fair market value of Mortgaged Properties pursuant to the foregoing clause related REO Property (y) shall be as determined by the Master Servicer (based solely on information provided to the Master Servicer by the Servicers) 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 sixth paragraph of this Section 10.01Article X), in the case of Loan Group 7. A Termination Auction may not occur until all Reimbursement Amounts for the Mortgage Loans subject to such Termination Auction have been paid. The right Securities Administrator shall notify the Master Servicer of any Reimbursement Amount outstanding in the event a Termination Auction occurs and the Master Servicer shall take such action as is required to cause the applicable Servicer or the Seller to remit such Reimbursement Amount to the Securities Administrator for deposit into the Distribution Account prior to the Distribution Date following the date of sale. Regardless of the Servicer 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 purchase all outstanding the Courx xx Xx. Xxxxx, xiving on the date hereof. Within five (5) Business Xxxx prior to the respective Termination Date, the Securities Administrator shall deliver a bid notice for the Mortgage Loans pursuant and the REO Properties to clause at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans (a) above is exercisable only on other than Bank of America, National Association or after any Affiliate thereof). The bid notice shall specify the related Clean-up Call DateMortgage Loans and the REO Properties that are being sold, and identify the Minimum Bid Price and the other information necessary for the bidders to make bids. If such right is exercised, (i) The Securities Administrator shall also be entitled to submit a bid for the Servicer shall remit Mortgage Loans and the Termination Price specified in this Section REO Properties. All bids must be submitted to the Trustee for deposit Securities Administrator on a date determined by the Securities Administrator, which date shall be set forth in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining bid notice. Only cash bids may be accepted. With respect to the Mortgage Loans being purchased and all other documents furnished by related REO Properties to be purchased, if one or more bids that exceed the Servicer as Minimum Bid Price are necessary to transfer received, the Trustee's interest in price (the "Termination Price") for such Mortgage Loans and related REO Property shall be equal to the Servicerhighest price bid by a bidder, and such bidder (the "Auction Winner") shall complete the purchase of such Mortgage Loans and related REO Properties at the Termination Price before the next Distribution Date for the Certificates relating to such auctioned Mortgage Loans and REO Properties. If, however, no bid equals or exceeds the Minimum Bid Price for the applicable Mortgage Loans and related REO Properties, the Securities Administrator will continue to auction the applicable Mortgage Loans and related REO Property every three months until the Minimum Bid Price is received. Notice of any terminationtermination of a Loan Group or Loan Groups, specifying specifying, the Distribution Date (which shall be a date that would otherwise be a Distribution Date) applicable date, upon which the related applicable Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation for cancellation, shall be given promptly by the Trustee Securities Administrator (upon receipt of written directions from in any other case) by letter to the Servicer, which directions shall be received by the Trustee applicable Certificateholders mailed not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a1) the applicable Distribution Date Date, upon which final distribution payment of the related applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee Securities Administrator therein designated, (b2) the amount of any such final distribution payment and (c3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions payments being made only upon presentation and surrender of such the applicable Certificates at the office or agency of the Trustee Securities Administrator therein specified. If the termination Master Servicer is obligated to give notice to any 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 such Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Distribution Account on or before, in the case of the Trust is Master Servicer, the applicable Distribution Date, in connection with a immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Distribution Account on such Distribution Date, as applicable, equal to the purchase of price for the related assets of the Trust by Estate computed as above provided together with a statement as to the Servicer amount to be distributed on each applicable Class of Certificates pursuant to clause (a) the next succeeding paragraph. Upon presentation and surrender of the first paragraph in this Sectionapplicable Certificates, the Trustee Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Sections 5.02 and 5.03 hereof, as applicable, on the final applicable Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal BalanceInterests, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an . An amount equal to the Class C Distribution Amount and any Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated distributed in reduction respect of the amounts otherwise distributable on the final Distribution Date in the following order of priority: firstinterest and principal, as applicable, to the Holders of Uncertificated Middle-Tier Interests and the Uncertificated Lower-Tier Interests and to the Uncertificated Group 7 Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Middle-Tier Interests, Uncertificated Lower-Tier Interests and Uncertificated Group 7 Lower-Tier Interests, respectively, as provided in Section 5.11. If the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall do not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Final Distribution Date, the Trustee Securities Administrator shall on such date cause all funds in the Certificate Distribution Account not distributed in the final distribution to such Certificateholders of such Group to continue to be withdrawn therefrom and credited to held by the remaining Certificateholders by holding such funds uninvested Securities Administrator in a separate escrow account an Eligible Account for the benefit of such Certificateholders, Certificateholders and the Master Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee Securities Administrator (in any other case) shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive the 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, any funds deposited in such escrow account the Securities Administrator 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 remaining unclaimed the cost thereof shall be paid by out of the Trustee to the Servicer and thereafter Certificateholders shall look only to the Servicer with respect to any claims funds on deposit in respect of such fundsEligible Account.