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

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the 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 and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer or the Holder of the Class SB Certificates as provided in Section 9.01(f), 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;

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the 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 and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any P&I Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer or the Holder of the Class SB Certificates Certificates, as provided in Section 9.01(f), 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 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 xxxxxxxxxxxx X&X 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;

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the respective obligations and responsibilities of the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date to Certificateholders and the obligation of the Depositor to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.05(b) and 5.06(b)) shall terminate upon the last action required to be taken by the Trustee Securities Administrator on the Final Distribution Date pursuant to this Article IX X following the earlier of: of (ia) the later of (I) the purchase by the Master Servicer of all of the Group 1 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 Group 1 Mortgage Loan (other than any Group 1 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) 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 Group 1 Mortgage Loan (including any Group 1 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 Group 1 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 Master Servicer of the Mortgage Loans) 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 (x) 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 and whose fair market value is included pursuant to clause (y) below), (y) 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 Group T2 Mortgage Loan (including any Group T2 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 Group T2 Mortgage Loan or (b) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or Estate and the disposition of all property acquired REO Property. No party may exercise its purchase option for the Group 1 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 Loanrelated Reimbursement Amount outstanding. Regardless of the foregoing, or (ii) at in no event shall the option 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 Xxxxx xx Xx. Xxxxs, living on the date hereof. The right of the Master Servicer or Servixxx to exercise its purchase option with respect to the Holder of Group 1 Mortgage Loans is conditioned upon (A) the Class SB Certificates as provided in Section 9.01(f), the purchase aggregate Stated Principal Balance of all the Group 1 Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100being less than 1% of the aggregate unpaid principal balance of each all the Group 1 Mortgage Loan Loans as of the Cut-off Date and (or, if B) the purchase price calculated pursuant to clause (a)(I) of the first paragraph of this Section 10.01 being less than such unpaid principal balance, or equal to the aggregate fair market value of the related underlying property of such Group 1 Mortgage Loans (other than any Group 1 Mortgage Loan with respect to Mortgage Loans as to which title REO Property has been acquired if such fair market value is less than such unpaid principal balanceacquired) and the related REO Properties; provided, however, that this clause (and if such B) shall not apply to any purchase is made by the Master Servicer onlyif, net 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 unreimbursed Advances attributable such termination is furnished to principal) Certificateholders pursuant to this Article X. If such right is exercised, the Trustee (or Custodian on the day Trustee's behalf) shall, promptly following payment of repurchasethe purchase price, plus accrued release to the Master Servicer or its designee the Mortgage Files pertaining to the Group 1 Mortgage Loans being purchased. The Master Servicer's right, title and interest thereon in and to such purchased Group 1 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 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 the Master Servicer if, at the Net Mortgage Rate 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 this Article X. If such right is exercised, the Trustee (or Modified Net 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 Rate Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Group T2 Mortgage Loans in and to such purchased Group T2 Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date or the applicable Distribution Date, upon which final payment of the applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. Upon the exercise of its purchase option, the 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 immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the case Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase price for the related assets of the Trust Estate or any Modified Mortgage Loan), to, but not includingportion of the 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 the next succeeding paragraph. Upon presentation and surrender of the applicable Certificates, the first day 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 Distribution Date or the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the month same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims). An amount shall be distributed in which respect of interest and principal to the Uncertificated Lower-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 repurchase price is distributed;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 applicable Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Eligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the 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 and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer or the Holder of the Class SB Certificates or the Master Servicer, as provided in Section 9.01(f), 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;

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the 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 and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer or the Holder of the Class SB Certificates Certificates, as provided in Section 9.01(f), 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), to, but not including, the first day of the month in which such repurchase price is distributed;, 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 from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the Xxxxxx Xxxxxx xx the Court of St. James, living on the date hereof; and providex xxrther, 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 purchase price paid by the Master Servicer or the Holder of the Class SB Certificates, as applicable, pursuant to Section 9.01(a)(ii) shall also include any amounts owed by Residential Funding pursuant to the 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 (x) of Section 4 of the Assignment Agreement that remain unpaid on the date of such purchase. The right of the Master Servicer or the Holder of the Class SB Certificates, as applicable, to purchase all of the Mortgage Loans pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on or after the Optional Termination DATE. If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15, and the Trustee and the Custodian shall, promptly following payment of the purchase price, release to the Master Servicer or the Holder of the Class SB Certificates, as applicable, the Custodial Files pertaining to the Mortgage Loans being purchased. In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the Master Servicer or the Holder of the Class SB Certificates, as provided in Section 9.01(f), shall have the right, at its option, to purchase the Class A Certificates, Class M Certificates and 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, plus, with respect to any optional termination by the Holder of the Class SB Certificates, an amount equal to all accrued and unpaid Servicing Fees and reimbursement for all unreimbursed Advances and Servicing Advances, in each case through the date of such optional termination. If the Master Servicer or the Holder of the Class SB Certificates, as applicable, exercises this right to purchase the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, the Master Servicer or the Holder of the Class SB Certificates, as applicable, will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the 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 and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) at the option of the Master Servicer or the Holder of the Class SB Certificates as provided in Section 9.01(f)) below, 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;

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the respective obligations and responsibilities of the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date to Certificateholders and the obligation of the Depositor to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.06(b) and 5.07(b)) shall terminate upon the last action required to be taken by the Trustee Securities Administrator on the Final Distribution Date pursuant to this Article IX X following the earlier of: of (ia) the later of (I) the purchase of all the Group 1 Mortgage Loans, the Group 2 Mortgage Loans, the Group 3 Mortgage Loans and all REO Property remaining in the Trust Estate relating to such Mortgage Loans by the Master Servicer at a price equal to the sum of (i) 100% of the unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the 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 fifth paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Group 1, Group 2, Group 3 or Class CB Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired), (II) the purchase of all the Group 4 Mortgage Loans and all REO Property remaining in the Trust Estate relating to such Mortgage Loans by the Master Servicer at a price equal to the sum of (i) 100% of the unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the 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 fifth paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Group 4 Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (III) the purchase of all the Group 5 Mortgage Loans and all REO Property remaining in the Trust Estate relating to such Mortgage Loans by the Master Servicer (or the NIMS Insurer) at a price equal to the sum of (i) 100% of the unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the Master Servicer or the NIMS Insurer 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 fifth paragraph of this Article X), plus any Interest Carryforward Amount for any Group 5 Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund Estate or the disposition of all property acquired REO Property. The Master Servicer or the NIMS Insurer, as the case may be, may not exercise any purchase option until all Reimbursement Amounts for applicable Mortgage Loans and related REO Property have been paid. The Securities Administrator shall notify the Seller, upon foreclosure notice of Master Servicer's or deed in lieu of foreclosure NIMS Insurer's intent to exercise its purchase option of any related Reimbursement Amounts 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 Master Xxxxxcer or NIMS Insurer, as applicable, to purchase (i) the Group 1, Group 2 and Group 3 Mortgage LoanLoans and related REO Property, or (ii) at the option Group 4 Mortgage Loans and related REO Property or (iii) the Group 5 Mortgage Loans and related REO Property is conditioned upon the aggregate Stated Principal Balance of the related Mortgage Loans being less than 10% of the aggregate Cut-off Date Stated Principal Balance of such Mortgage Loans subject to the related purchase option. In addition, the right of the Master Servicer or NIMS Insurer, as the Holder of case may be, to purchase the Class SB Certificates as provided in Section 9.01(f), the purchase of all applicable Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in related REO Property is conditioned on the Trust Fund, at a applicable purchase price being less than or equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the aggregate fair market value of the related underlying property of such Mortgage Loans being purchased (other than any Mortgage Loan with respect to Mortgage Loans as to which title REO Property has been acquired if such fair market value is less than such unpaid principal balanceacquired) (and if such purchase is made by the REO Properties; provided, however, that this sentence shall not apply if, at the time of purchase, the Master Servicer onlyor NIMS Insurer, net as applicable, is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Notice of any unreimbursed Advances attributable termination of a Loan Group or Loan Groups, specifying the applicable date upon which the applicable Certificateholders may surrender their Certificates to principal) on the day Securities Administrator for payment of repurchasethe final distribution and for cancellation, plus accrued interest thereon at shall be given promptly by the Net Mortgage Rate (or Modified Net Mortgage Rate in Securities Administrator by letter to the case of any Modified Mortgage Loan), to, but applicable Certificateholders mailed not including, later than the first 15th day of the month of such final distribution specifying (1) the applicable Distribution Date, upon which final payment of the applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. The Securities Administrator shall give such notice to the Trustee, the Master Servicer, the NIMS Insurer and the Certificate Registrar at the time such notice is given to such Certificateholders. The Master Servicer shall deposit in which the Distribution Account on or before 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 Distribution Account on such repurchase Distribution Date, as applicable, equal to the purchase price is distributed;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 applicable Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the applicable Certificates, the 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 applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the Uncertificated Middle-Tier Interests, the Uncertificated Lower-Tier Interests, the Uncertificated Group 4 Pooling REMIC Interest and the Uncertificated Group 5 Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Middle-Tier Interests, Uncertificated Lower-Tier Interests, Uncertificated Group 4 Pooling REMIC Interest and Uncertificated Group 5 Lower-Tier Interests, respectively, as provided in Section 5.11. If the applicable Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the 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 the cost thereof shall be paid out of the funds on deposit in such Eligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the respective obligations and responsibilities of the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date to Certificateholders and the obligation of the Depositor to send certain notices as hereinafter set forthforth and the obligations of the Securities Administrator pursuant to Sections 5.05(b) and 5.06(b)) shall terminate upon the last action required to be taken by the Trustee 195 Securities Administrator on the Final Distribution Date pursuant to this Article IX X following the earlier of: of (ia) the later of (I) the purchase by the Master Servicer of all of the Group 1 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 Group 1 Mortgage Loan (other than any Group 1 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) 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 Group 1 Mortgage Loan (including any Group 1 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 Group 1 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 Master Servicer of the Mortgage Loans) 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 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 Group T2 Mortgage Loan (including any Group T2 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 a Group T2 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 (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or Estate and the disposition of all property acquired REO Property. No party may exercise its purchase option for the Group 1 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 Loanrelated Reimbursement Amount outstanding. Regardless of the foregoing, or (ii) at in no event shall the option 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 tx xxx Xxxxx xx Xx. James, living on the date hereof. The right of the Master Servicer or Xxxxxcer to exercise its purchase option with respect to the Holder of Group 1 Mortgage Loans is conditioned upon (A) the Class SB Certificates as provided in Section 9.01(f), the purchase aggregate Stated Principal Balance of all the Group 1 Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100being less than 1% of the aggregate unpaid principal balance of each all the Group 1 Mortgage Loan Loans as of the Cut-off Date and (or, if B) the purchase price calculated pursuant to clause (a)(I) of the first paragraph of this Section 10.01 being less than such unpaid principal balance, or equal to the aggregate fair market value of the related underlying property of such Group 1 Mortgage Loans (other than any Group 1 Mortgage Loan with respect to Mortgage Loans as to which title REO Property has been acquired if such fair market value is less than such unpaid principal balanceacquired) and the related REO Properties; provided, however, that this clause (and if such B) shall not apply to any purchase is made by the Master Servicer onlyif, net 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 unreimbursed Advances attributable such termination is furnished to principal) Certificateholders pursuant to this Article X. If such right is exercised, the Trustee (or Custodian on the day Trustee's behalf) shall, promptly following payment of repurchasethe purchase price, plus accrued release to the Master Servicer or its designee the Mortgage Files pertaining to the Group 1 Mortgage Loans being purchased. The Master Servicer's right, title and interest thereon in and to such purchased Group 1 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 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 the Master Servicer if, at the Net Mortgage Rate 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 this Article X. If such right is exercised, the Trustee (or Modified Net 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 Rate Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Group T2 Mortgage Loans in and to such purchased Group T2 Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. (1) the Final Distribution Date or the applicable Distribution Date, upon which final payment of the applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. Upon the exercise of its purchase option, the 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 immediately available funds an amount equal to the amount necessary to make the 197 amount, if any, on deposit in the case Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase price for the related assets of the Trust Estate or any Modified Mortgage Loan), to, but not includingportion of the 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 the next succeeding paragraph. Upon presentation and surrender of the applicable Certificates, the first day 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 Distribution Date or the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the month same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims). An amount shall be distributed in which respect of interest and principal to the Uncertificated Lower-Tier II Interests, the 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 repurchase price is distributed;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 applicable Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Eligible Account.