Common use of Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans Clause in Contracts

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the 107 Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the xx Xxxxxxx xx xxe Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is 108 given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx Joxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sJaxxx, living on the date of this Agreementhereof. The right of On any Distribution Date after the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon first date on which the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating Loans is less than 10 percent the Clean- Up Call Percentage of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date, the Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the preceding paragraph. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Remittance Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Certificate Trustee to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Bond Administrator, the Master Servicers and the Certificate Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Bond Administrator or the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the related Trust Fund at a price equal to the sum of Repurchase Price, or (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the related Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx Josexx X. Xxxxxxx, the xxe late ambassador of the United States of America to the Court of St. James'sJamex, living xxving on the date of this Agreementhereof. The right of the Bond Administrator or the Company to repurchase all of the outstanding Mortgage Loans and any Mortgaged Properties acquired by a Trust Fund pursuant to clause (ai) above of the preceding paragraph shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, Loans on an Optional Termination Date aggregating an amount equal to or less than 10 five percent (5%) of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. Notice of The Bond Administrator shall have the primary right to repurchase the Mortgage Loans and any termination, specifying the Distribution Mortgaged Properties acquired by each Trust Fund on an Optional Termination Date upon which the Certificateholders may surrender their Certificates pursuant to the Trustee for payment this Section 9.01(a). The right of the final distribution and cancellation, Company to effect such a repurchase shall be given promptly secondary to such right of the Bond Administrator and may only be exercised in the event that the Bond Administrator does not elect to exercise such repurchase right within 180 days after the first Optional Termination Date. If such right is exercised by the Trustee by letter Bond Administrator with respect to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.Optional

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the 128 Company and the Trustee created hereby with respect to a Trust Fund (other than the obligation of the Trustee to make certain payments to the related Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the such Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan included therein (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Remittance Rate (less any amounts constituting related previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan included therein (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the such Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the a Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans in a Trust Fund pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage LoansLoans included therein, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the such Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give 129 such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the related Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the related Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan 170 remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of If such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date right is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchaseexercised, the Company shall deposit provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation Account) and surrender of the Certificates, the Trustee shall cause promptly execute all instruments as may be necessary to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release and assign to the Company the Mortgage Files for and any foreclosed Mortgaged Property pertaining to the repurchased Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage LoansLoans under this Section 9.01.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right of On any Distribution Date after the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon first date on which the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating Loans is less than 10 percent the Clean-Up Call Percentage of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date, the Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the preceding paragraph. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Mortgage Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Mortgage Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Mortgage Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Mortgage Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Mortgage Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating repurchase aggregates less than 10 ten percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Mortgage Trust Fund. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by 120 letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Mortgage Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Mortgage Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Mortgage Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Mortgage Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Mortgage Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating repurchase aggregates less than 10 ten percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Mortgage Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Mortgage Trust Fund or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders in respect of Certificates related to a Loan Group as hereafter set forth, the respective obligations and responsibilities created hereby of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee related to make certain payments to Certificateholders after the final Distribution Date such Loan Group and the obligation of the Trustee to send certain notices as hereinafter set forth) related REMIC 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans in such Loan Group and all REO property acquired in respect of any Mortgage Loans Loan in such Loan Group remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each the Mortgage Loans in such Loan Group (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Mortgage Interest Rate less the Master Servicing Fee and the Servicing Fee with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month of such repurchase, over (B) with respect to any Mortgage Loan in such Loan Group which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the purchase of the Mortgage Loans in such Loan Group of (A) all property in the Trust Fund which secured a Mortgage Loan in such Loan Group and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of Trust Fund related to the Company of Liquidation Expenses to be incurred Mortgage Loans in connection with its disposal thereof)such Loan Group, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company Company, the Certificate Insurer and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan in such Loan Group remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage LoanLoan in such Loan Group, the payment to the related Certificateholders of all amounts required to be paid to them hereunder and (unless the assets of the Trust Fund have been reduced to zero) the payment to the Certificate Insurer of all amounts due to it hereunder or under the Insurance Agreement. Upon the repurchase of the outstanding Mortgage Loans in either Loan Group, as set forth in this Section 9.01, the related REMIC shall be terminated. Upon the repurchase by the Company of the outstanding Mortgage Loans in both Loan Groups, as set forth in this Section 9.01 and the distribution of the purchase price in accordance with this Agreement, the Trust Fund shall be terminated; provided, however, that in no event shall the Trust Fund trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans in a Loan Group and any Mortgaged Properties related to such Mortgage Loans acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans in such Loan Group at the time of any such repurchase, aggregating repurchase aggregates less than 10 ten percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee and the Certificate Insurer (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans in such Loan Group have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files related to such Mortgage Loans and any foreclosed Mortgaged Property related to such Mortgage Loans pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or repurchase the Mortgage Loans in either Loan Group under this Section 9.01. (b) Notice of any terminationthe purchase of the Mortgage Loans and related property in either Loan Group, specifying the Distribution Date 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 letter from the Trustee by letter to the applicable Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee shall give hold all amounts payable to Certificateholders in trust without interest pending such notice to the Certificate Registrar at the time such notice is given to Certificateholderspayment. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender that all of the Certificatesapplicable Certificateholders shall not surrender their Certificates for cancellation within six months after the Termination Date, the Trustee shall cause to be distributed to Certificateholders an amount equal give a second written notice to the price calculated as above providedremaining Certificateholders to surrender their Certificates for cancellation and receive the Termination Payment with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any such repurchase being in lieu the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the distribution otherwise required funds and other assets which remain in trust for those Certificateholders hereunder and the Certificate Insurer shall have no further liability with respect to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage LoansCertificates.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the xx Xxxxxxx xx xxe Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their 107 Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01 or Section 2.05(d), as the case may be. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. 108

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to Staxxx xx Xxxxxxx xx the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the 112 Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Remittance Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to Statxx xx Xxxxxxx xx the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01 or Section 2.05(d), as the case may be. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the Court of St. tx xxx Xxxxx xx Xx. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) 120 with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders and the Certificate Insurer of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx Joxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sJaxxx, living on the date of this Agreementhereof. The right of On any Distribution Date after the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon first date on which the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating Loans is less than 10 percent the Clean-Up Call Percentage of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date, the Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the preceding paragraph. If such right is exercised, the Company shall provide to the Trustee and to the Certificate Insurer (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the xx Xxxxxxx xx xxe Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be 113 conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent 114 to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) 100% the excess of (A) the aggregate outstanding Principal Balance of such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate (such Pass- Through Rate calculated without reduction for interest with respect to the Excess Amount pursuant to clause (iv) of the unpaid principal balance definition of each "Pass-Through Rate") with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders and the Certificate Insurer of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right of On any Distribution Date after the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon first date on which the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating Loans is less than 10 percent the Clean-Up Call Percentage of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date, the Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the preceding paragraph. If such right is exercised, the Company shall provide to the Trustee and to the Certificate Insurer (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the xx Xxxxxxx xx xxe Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating repurchase aggregates less than 10 ten percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee and the Certificate Insurer (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of 183 the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the Court of St. tx xxx Xxxxx xx Xx. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee to send certain notices as hereinafter set forth) shall 117 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the xx Xxxxxxx xx xxe Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to 118 Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01 or Section 2.05(d) as the case may be. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the REMIC I Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the REMIC I Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)REMIC I Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the REMIC I Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the REMIC I Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the REMIC I Trust Fund. 143 In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the REMIC I Trust Fund or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the Court of St. xx xxx Xxxxx xx Xt. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the Court of xx xxx Xxxxx xx St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right of On any Distribution Date after the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon first date on which the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating Loans is less than 10 percent the Clean-Up Call Percentage of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date, the Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the preceding paragraph. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders 106 after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America Sxxxxx xx Xxxxxxx to the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right 107 of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01 or Section 2.05(d), as the case may be. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right of On any Distribution Date after the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon first date on which the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating Loans is less than 10 percent the Clean- Up Call Percentage of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date, the Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the preceding paragraph. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loanshereof.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company Company, the Trustee and the TrusteeCertificate Insurer, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders and the Certificate Insurer of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause preceding paragraph provided that (aA) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 ten percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off DateOff Date and (B) the exercise of such repurchase would not result in a claim under the Certificate Insurance Policy. If such right is exercised, the Company shall provide to the Trustee and the Certificate Insurer (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the 110 Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Remittance Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the xx Xxxxxxx xx xxe Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders and the Certificate Insurer of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx Joxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sJaxxx, living on the date of this Agreementhereof. The right Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee and to the Certificate Insurer (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related 156 advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of If such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date right is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchaseexercised, the Company shall deposit provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation Account) and surrender of the Certificates, the Trustee shall cause promptly execute all instruments as may be necessary to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release and assign to the Company the Mortgage Files for and any foreclosed Mortgaged Property pertaining to the repurchased Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or repurchase the Mortgage LoansLoans under this Section 9.01.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the xx Xxxxxxx xx xxe Court of St. James's, living on 141 the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account, by Mortgage Pool, in accordance with the applicable priorities provided by Section 4.01 or Section 2.05(d), as the case may be. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject 146 (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued Mortgage Loan as of the date of such repurchase by the Company (and unpaid interest thereon at not covered by payments from the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly AdvancesBankruptcy and Extraordinary Hazard Expense Reserve Fund) to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution specifying 147 (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loanshereof.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. 133 In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 ten percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders and the Certificate Insurer of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to thx Xxxxxx Xxxxxx xo the Court of St. James's, living on the date of this Agreementhereof. The right Xxxxxny may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee and the Certificate Insurer (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the Court Sxxxxx xx xxx Xxxxt of St. James's, living on the date of this Agreementhereof. The right Company max xxxchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the purchase or repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired 115 in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in which of such purchase price or repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to be distributed to Certificateholders plus accrued and unpaid interest thereon at such Mortgage Loan as of the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) date of such purchase or repurchase by the Company to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx Joxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sJaxxx, living on the date of this Agreementhereof. The right Company may purchase or repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating purchase or repurchase aggregates less than 10 ten percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Cut- Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase or repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or purchase or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Remittance Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to the xx Xxxxxxx xx xxe Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective obligations and responsibilities of the Company and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (a) the repurchase by the Company of all Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any REO Mortgage Loans described in the following clause) as of the first day of the month in which such purchase price is to be distributed to Certificateholders plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States of America to Staxxx xx Xxxxxxx xx the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans. On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee 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, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 109 Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to Section 9.02make payments to Certificateholders as hereafter set forth, the respective obligations and responsibilities of the Company Company, the Master Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Trustee 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 (ai) the repurchase by the Company pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and all REO property acquired in respect of any Mortgage Loans Loan remaining in the Trust Fund at a price equal equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the unpaid principal balance aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than any REO a Liquidated Mortgage Loans described in Loan) through the following clause) as of the first last day of the month in of such repurchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such purchase price is to be distributed to Certificateholders plus accrued Mortgage Loan as of the date of such repurchase by the Company (and unpaid interest thereon at not covered by payments from the applicable Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly AdvancesBankruptcy and Extraordinary Hazard Expense Reserve Fund) to the first day extent that the Principal Balance of the month in which such purchase price is to be distributed to Certificateholders Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of any REO the effective date of the termination of the trust created hereby of (A) all property in the Trust Fund which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (less B) all other property in the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof)Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and or (bii) the later of the final payment or other liquidation (or any Monthly Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure respect of any Mortgage Loan, and the payment to Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust Fund trusts created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Court of St. James'sXxxxx, living on the date of this Agreementhereof. The right Company may repurchase the outstanding Mortgage Loans and any Mortgaged Properties acquired by the Trust Fund at the price stated in clause (i) of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon preceding paragraph provided that the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, Loans at the time of any such repurchase, aggregating repurchase aggregates less than 10 five percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Off Date. If such right is exercised, the Company shall provide to the Trustee (and to the Master Servicer, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Company (which certification shall include a statement to the effect that all amounts required to be paid in order to repurchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee shall promptly execute all instruments as may be necessary to release and assign to the Company the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust Fund. In no event shall the Company be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust Fund or repurchase the Mortgage Loans under this Section 9.01. (b) Notice of any termination, specifying the Distribution Date date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by letter from the Trustee by letter to Certificateholders mailed not earlier less than the 15th day and not later than the 25th day of the month next preceding the month of 30 days prior to such final distribution distribution, specifying (Ai) the Distribution Date date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein designateddesignated (the "Termination Date"), (Bii) the amount of any such final payment (the "Termination Payment") and (Ciii) that the Record Date otherwise applicable to such the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Certificate Registrar therein specified. The Trustee Upon any such notice, the Certificate Account shall give such notice terminate subject to the Certificate Registrar at the time Master Servicer's obligation to hold all amounts payable to Certificateholders in trust without interest pending such notice is given to Certificateholderspayment. In the event such notice is given in connection with that all of the exercise by Certificateholders shall not surrender their Certificates for cancellation within six months after the Company of its right of repurchaseTermination Date, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior give a second written notice to the final Distribution Date in next-day funds an amount equal remaining Certificateholders to surrender their Certificates for cancellation and receive the price described aboveTermination Payment with respect thereto. Upon presentation and If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps to contact the remaining Certificateholders concerning surrender of the their Certificates, and the Trustee cost thereof shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu paid out of the distribution otherwise required to be made on the Distribution Date upon funds and other assets which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee (or Custodian, if applicable) shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loansremain in trust hereunder.