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

Termination Upon Purchase or Liquidation of Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the 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 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 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) 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 during such Collection Period in respect of each such Mortgage Loan, 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 Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. Jamex, 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 Financial Guaranty 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 Financial Guaranty 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 Financial Guaranty 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, the Servicer shall remit the purchase price specified in this Section to the Trustee for 123 129 deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase 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, if the Servicer is exercising its right to purchase such assets of the Trust as provided above, given not later than the [ ] day of the month preceding the month of such final distribution) by letter to the Certificateholders mailed not earlier than the first day and not later than the [ ] 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 the Certificates at the office or agency of the Trustee therein designated, (b) the amount of any the 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 to the Trustee as described in the preceding sentence, the Servicer 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. Any such deposit by the Servicer 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 the Certificateholders. In connection with a termination of the Trust under this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date an amount equal to (i) as to the Fixed Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests the related Aggregate Certificate Principal Balance, and the Monthly Interest, and/or (ii) as to the Adjustable Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests, the related Aggregate Certificate Principal Balance and Monthly Interest, (iii) as to the Financial Guaranty Insurer, any amounts necessary to reimburse the Financial Guaranty Insurer for any unreimbursed Insured Amounts, together with interest thereon, and any accrued and unpaid Financial Guaranty Insurer Premium after application pursuant to clauses (i) and (ii) above and (iv) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iv) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificate, any amounts remaining after application pursuant to the preceding clauses (i) through (iii); 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 124 130 reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on 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 Financial Guaranty 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 Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the 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 or either the Fixed Rate Group Certificates or Adjustable Rate Group Certificates, respectively, 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 or all Mortgage Loans in the Trust Fixed Rate Group or the Adjustable Rate Group, and all property acquired in respect of any such Mortgage Loan remaining in the Trust 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 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) 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 during such Collection Period in respect of each such Mortgage Loan, or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or either Mortgage Loan Group or the disposition of all property remaining in the Trust or either Mortgage Loan Group 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 Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. Jamex, 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 Financial Guaranty 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 Financial Guaranty 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 Financial Guaranty 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 or all Mortgage Loans in the Fixed Rate Group or the Adjustable Rate Group, pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, the Servicer shall remit the purchase price specified in this Section to the Trustee for 123 129 deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased 106 112 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, if the Servicer is exercising its right to purchase such assets of the Trust as provided above, given not later than the [ ] 15th day of the month preceding the month of such final distribution) by letter to the 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 the such Certificates at the office or agency of the Trustee therein designated, (b) the amount of any the 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 to the Trustee as described in the preceding sentence, the Servicer 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. Any such deposit by the Servicer 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 the Certificateholders. In connection with a If the termination of the Trust under or repurchase of either Mortgage Loan Group 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 related Certificateholders on the final Distribution Date an amount equal to (i) as to the Fixed Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests the related Aggregate Certificate Principal Balance, and the Monthly Interest, and/or (ii) as to the Adjustable Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests, the related Aggregate Certificate Principal Balance and Monthly Interest, (iii) as to the Financial Guaranty Insurer, any amounts necessary to reimburse the Financial Guaranty Insurer for any unreimbursed Insured Amounts, together with interest thereon, and any accrued and unpaid Financial Guaranty Insurer Premium after application pursuant to clauses (i) and (ii) above and (iv) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iv) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificate, any amounts remaining after application pursuant to the preceding clauses (i) through (iii); 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 124 130 reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on 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 107 113 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 Financial Guaranty 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 Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the Seller Transferor 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 Transferor 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 124 130 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 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 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) 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 during such Collection Period in respect of each such Mortgage Loan, 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 Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. Jamex, 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 Financial Guaranty Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Financial Guaranty Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Financial Guaranty 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 Financial Guaranty Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Financial Guaranty 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, the Servicer shall remit the purchase price specified in this Section to the Trustee for 123 129 deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase 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, if the Servicer is exercising its right to purchase such assets of the Trust as provided above, given not later than the [ ] 10th day of the month preceding the month of such final distribution) by letter to the 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 the Certificates at the office or agency of the Trustee therein designated, (b) the amount of any the 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 to the Trustee as described in the preceding sentence, the Servicer 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. Any such deposit by the Servicer 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 the Certificateholders. In connection with a termination of the Trust under this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date an amount equal to (i) as to the Fixed Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests the related Aggregate Certificate Principal Balance, and the Monthly Accrued Certificate Interest, and/or (ii) as to the Adjustable Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests, the related Aggregate Certificate Principal Balance and Monthly Accrued Certificate Interest, (iii) as to the Financial Guaranty Insurer, any amounts necessary to reimburse becomes due to the Financial Guaranty Insurer for any unreimbursed Insured Amountspursuant to the Insurance and Indemnity Agreement, together with interest thereon, and any accrued and unpaid Financial Guaranty Insurer Premium after application pursuant to clauses (i) and (ii) above and (iv) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iv) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificate, any amounts remaining after application pursuant to the preceding clauses (i) through (iii); 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 124 130 reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on 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 Financial Guaranty Insurer the information with respect to the amounts so to be paid. 126 132 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 Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the 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 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 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) 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 during such Collection Period in respect of each such Mortgage Loan, 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 Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. Jamex, 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 Financial Guaranty 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 Financial Guaranty 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 Financial Guaranty 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, the Servicer shall remit the purchase price specified in this Section to the Trustee for 123 129 deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase 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, if the Servicer is exercising its right to purchase such assets of the Trust as provided above, given not later than the [ ] 15th day of the month preceding the month of such final distribution) by letter to the 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 the Certificates at the office or agency of the Trustee therein designated, (b) the amount of any the 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 to the Trustee as described in the preceding sentence, the Servicer 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. Any such deposit by the Servicer 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 the Certificateholders. In connection with a termination of the Trust under this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date an amount equal to (i) as to the Fixed Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests the related Aggregate Certificate Principal Balance, and the Monthly Interest, and/or (ii) as to the Adjustable Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests, the related Aggregate Certificate Principal Balance and Monthly Interest, (iii) as to the Financial Guaranty Insurer, any amounts necessary to reimburse the Financial Guaranty Insurer for any unreimbursed Insured Amounts, together with interest thereon, and any accrued and unpaid Financial Guaranty Insurer Premium after application pursuant to clauses (i) and (ii) above and (iv) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iv) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificate, any amounts remaining after application pursuant to the preceding clauses (i) through (iii); 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 124 130 reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on 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 Financial Guaranty 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 Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the 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 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 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) 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 during such Collection Period in respect of each such Mortgage Loan, 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 Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. Jamex, 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 Financial Guaranty Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Financial Guaranty Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Financial Guaranty 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 Financial Guaranty Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Financial Guaranty 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, the Servicer shall remit the purchase price specified in this Section to the Trustee for 123 129 deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, 120 126 promptly following remittance of such purchase 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, if the Servicer is exercising its right to purchase such assets of the Trust as provided above, given not later than the [ ] 10th day of the month preceding the month of such final distribution) by letter to the 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 the Certificates at the office or agency of the Trustee therein designated, (b) the amount of any the 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 to the Trustee as described in the preceding sentence, the Servicer 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. Any such deposit by the Servicer 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 the Certificateholders. In connection with a termination of the Trust under this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date an amount equal to (i) as to the Fixed Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests the related Aggregate Certificate Principal Balance, and the Monthly Accrued Certificate Interest, and/or (ii) as to the Adjustable Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests, the related Aggregate Certificate Principal Balance and Monthly Accrued Certificate Interest, (iii) as to the Financial Guaranty Insurer, any amounts necessary to reimburse becomes due to the Financial Guaranty Insurer for any unreimbursed Insured Amountspursuant to the Insurance and Indemnity Agreement, together with interest thereon, and any accrued and unpaid Financial Guaranty Insurer Premium after application pursuant to clauses (i) and (ii) above and (iv) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iv) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificate, any amounts remaining after application pursuant to the preceding clauses (i) through (iii); 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 124 130 reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the Class R 127 Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on 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 Financial Guaranty 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 Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities hereunder of the Servicer, the 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 or either the Fixed Rate Group Certificates or Adjustable Rate Group Certificates, respectively, 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 or all Mortgage Loans in the Trust Fixed Rate Group or the Adjustable Rate Group, and all property acquired in respect of any such Mortgage Loan remaining in the Trust 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 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) 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 during such Collection Period in respect of each such Mortgage Loan, or (b) the final payment or other liquidation of the Principal Balance of the last Mortgage Loan remaining in the Trust or either Mortgage Loan Group or the disposition of all property remaining in the Trust or either Mortgage Loan Group 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 Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. Jamex, 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 Financial Guaranty 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 Financial Guaranty 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 Financial Guaranty 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 or all Mortgage Loans in the Fixed Rate Group or the Adjustable Rate Group, pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, the Servicer shall remit the purchase price specified in this Section to the Trustee for 123 129 deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased 106 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, if the Servicer is exercising its right to purchase such assets of the Trust as provided above, given not later than the [ ] 15th day of the month preceding the month of such final distribution) by letter to the 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 the such Certificates at the office or agency of the Trustee therein designated, (b) the amount of any the 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 to the Trustee as described in the preceding sentence, the Servicer 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. Any such deposit by the Servicer 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 the Certificateholders. In connection with a If the termination of the Trust under or repurchase of either Mortgage Loan Group 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 related Certificateholders on the final Distribution Date an amount equal to (i) as to the Fixed Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests the related Aggregate Certificate Principal Balance, and the Monthly Interest, and/or (ii) as to the Adjustable Rate Group Certificates, and upon presentation and surrender of the related Certificates, in proportion to their respective Percentage Interests, the related Aggregate Certificate Principal Balance and Monthly Interest, (iii) as to the Financial Guaranty Insurer, any amounts necessary to reimburse the Financial Guaranty Insurer for any unreimbursed Insured Amounts, together with interest thereon, and any accrued and unpaid Financial Guaranty Insurer Premium after application pursuant to clauses (i) and (ii) above and (iv) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iv) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificate, any amounts remaining after application pursuant to the preceding clauses (i) through (iii); 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 124 130 reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on 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 107 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 Financial Guaranty 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.