Common use of TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL ASSETS Clause in Contracts

TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL ASSETS. (a) The respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee under the Pooling and Servicing Agreement (other than the obligations of the Trustee to make distributions to Certificateholders, to reimburse the Master Servicer for outstanding Advances, to pay the Master Servicer accrued and previously unpaid Servicing Fees or to provide tax information as provided in Section 4.01(a) hereof and other than the obligations of the Master Servicer under Article X hereof) shall terminate upon distribution to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so distributed on the Distribution Date coinciding with or following the earlier to occur of (1) a Terminating Purchase for an amount equal to the Termination Price and (2) the final payment or other liquidation (or any advance with respect thereto) of the last Asset remaining in the Trust or the disposition of the last REO Property remaining in the Trust; provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years after the death of the last survivor of the descendants of Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. James's, living on the date hereof. (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Master Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a -59- 64 double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at their respective options, make, or cause a Person to make, a Terminating Purchase on any Distribution Date on or after the earlier to occur of (1) the Master Servicer's determination, based upon an Opinion of Counsel, that the REMIC status of any REMIC related to the Trust has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year, or (2) the Distribution Date on which the aggregate Scheduled Principal Balance of the Assets is less than 5% of the sum of the Scheduled Principal Balance of the Assets as of the Cutoff Date. (c) The Master Servicer or the Residual Majority shall notify the Trustee and the Certificate Registrar in writing of its election to make or to cause a Terminating Purchase no later than the Distribution Date preceding the Distribution Date on which the Certificates will be retired as a result of such Terminating Purchase. The Master Servicer shall advise the Trustee and the Certificate Registrar of the final payment or other liquidation of the last Asset remaining in the Trust or the disposition of the last REO Property remaining in the Trust at least two Business Days prior to the Remittance Date in the month in which the Trust will terminate as a result thereof. Notice of any termination of the Trust shall be given promptly by the Trustee by letter sent to the Certificateholders by certified mail (1) in the event such notice is given in connection with a Terminating Purchase, not earlier than the fifth day of the month preceding the month of such termination and not later than the first day of the month of such termination or (2) otherwise not later than the Remittance Date preceding the final Distribution Date, in each case specifying (A) the Distribution Date upon which the Trust will terminate and that final payment of the Certificates will be made on such Distribution Date and (B) the amount of any such final distribution. 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 a Terminating Purchase, the Terminator shall deliver to the Trustee for deposit into the Distribution Account on the Business Day immediately preceding the Distribution Date on which the Terminating Purchase is to take place an amount in next day funds equal to the Termination Price. Notwithstanding the foregoing, if the Terminator is the Master Servicer, the Terminator, upon notice to the Trustee, shall be entitled to remit the Termination Price net of amounts owed to the Terminator in respect of unreimbursed outstanding Advances made by such Terminator or amounts required to be reimbursed or paid to such Terminator hereunder. (d) On the final Distribution Date, the Trustee shall distribute to the Certificateholders as of the related Record Date the amount otherwise distributable on the Certificates on such Distribution Date (if such final Distribution Date is not the result of a Terminating Purchase). Upon any termination of the Trust as the result of a Terminating Purchase, the Trustee and the Master Servicer shall distribute the Termination Price as though it were the amount on deposit in the Certificate Account in accordance with Section 3.07(d) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the Master Servicer and the Trustee shall promptly release to the Terminator the related Asset Files or portions thereof in their respective possessions for the remaining Assets, and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate transfer of such Asset Files to such Terminator, whereupon the Trust shall terminate. (e) In the event that all of the Certificateholders shall not surrender their Certificates 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 and receive the final distribution with respect thereto, net of the cost of such second notice. 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 amounts otherwise payable on such Certificates. Any funds payable to Certificateholders that are not distributed on the final Distribution Date shall be deposited in a Termination Account, as the case may be, each of which shall be an Eligible Account, to be held for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner, and shall be disposed of in accordance with this Section.

TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL ASSETS. (a) The respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee under the Pooling and Servicing Agreement (other than the obligations of the Trustee to make distributions to Certificateholders, to reimburse the Master Servicer for outstanding Advances, to pay the Master Servicer accrued and previously unpaid Servicing Fees or to provide tax information as provided in Section 4.01(a) hereof and other than the obligations of the Master Servicer under Article X hereof) shall terminate upon distribution to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so distributed on the Distribution Date coinciding with or following the earlier to occur of (1) a Terminating Purchase for an amount equal to the Termination Price and (2) the final payment or other liquidation (or any advance with respect thereto) of the last Asset remaining in the Trust or the disposition of the last REO Property remaining in the Trust; provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years after the death of the last survivor of the descendants of Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. James's, living on the date hereof. (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Master Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a -59- 64 double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at their respective options, make, or cause a Person to make, a Terminating Purchase on any Distribution Date on or after the earlier to occur of (1) the Master Servicer's determination, based upon an Opinion of Counsel, that the REMIC status of any REMIC related to the Trust has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year, or (2) the Distribution Date on which which, after taking into account distributions of principal to be made on such Distribution Date, the aggregate Scheduled Principal Balance sum of the Assets Certificate Principal Balances of the Certificates is less than 510% of the sum of the Scheduled original Certificate Principal Balance Balances of the Assets as of the Cutoff DateCertificates. (c) The Master Servicer or the Residual Majority shall notify the Trustee and the Certificate Registrar in writing of its election to make or to cause a Terminating Purchase no later than the Distribution Date preceding the Distribution Date on which the Certificates will be retired as a result of such Terminating Purchase. The Master Servicer shall advise the Trustee and the Certificate Registrar of the final payment or other liquidation of the last Asset remaining in the Trust or the disposition of the last REO Property remaining in the Trust at least two Business Days prior to the Remittance Date in the month in which the Trust will terminate as a result thereof. Notice of any termination of the Trust shall be given promptly by the Trustee by letter sent to the Certificateholders by certified mail (1) in the event such notice is given in connection with a Terminating Purchase, not earlier than the fifth day of the month preceding the month of such termination and not later than the first day of the month of such termination or (2) otherwise not later than the Remittance Date preceding the final Distribution Date, in each case specifying (A) the Distribution Date upon which the Trust will terminate and that final payment of the Certificates will be made on such Distribution Date and (B) the amount of any such final distribution. 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 a Terminating Purchase, the Terminator shall deliver to the Trustee for deposit into the Distribution Account on the Business Day immediately preceding the Distribution Date on which the Terminating Purchase is to take place an amount in next day funds equal to the Termination Price. Notwithstanding the foregoing, if the Terminator is the Master Servicer, the Terminator, upon notice to the Trustee, shall be entitled to remit the Termination Price net of amounts owed to the Terminator in respect of unreimbursed outstanding Advances made by such Terminator or amounts required to be reimbursed or paid to such Terminator hereunder. (d) On the final Distribution Date, the Trustee shall distribute to the Certificateholders as of the related Record Date the amount otherwise distributable on the Certificates on such Distribution Date (if such final Distribution Date is not the result of a Terminating Purchase). Upon any termination of the Trust as the result of a Terminating Purchase, the Trustee and the Master Servicer shall distribute the Termination Price as though it were the amount on deposit in the Certificate Distribution Account in accordance with Section 3.07(d4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the Master Servicer and the Trustee shall promptly release to the Terminator the related Asset Files or portions thereof in their respective possessions for the remaining Assets, and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate transfer of such Asset Files to such Terminator, whereupon the Trust shall terminate. (e) In the event that all of the Certificateholders shall not surrender their Certificates 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 and receive the final distribution with respect thereto, net of the cost of such second notice. 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 amounts otherwise payable on such Certificates. Any funds payable to Certificateholders that are not distributed on the final Distribution Date shall be deposited in a Termination Account, as the case may be, each of which shall be an Eligible Account, to be held for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner, and shall be disposed of in accordance with this Section.

TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL ASSETS. (a) The respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee under the Pooling and Servicing Agreement (other than the obligations of the Trustee to make distributions to Certificateholders, to reimburse the Master Servicer for outstanding Advances, to pay the Master Servicer accrued and previously unpaid Servicing Fees or to provide tax information as provided in Section 4.01(a) hereof and other than the obligations of the Master Servicer under Article X hereof) shall terminate upon distribution to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so distributed on the Distribution Date coinciding with or following the earlier to occur of (1) a Terminating Purchase for an amount equal to the Termination Price and (2) the final payment or other liquidation (or any advance with respect thereto) of the last Asset remaining in the Trust or the disposition of the last REO Property remaining in the Trust; provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years after the death of the last survivor of the descendants of Josexx X. Xxxxxxx, xxe late ambassador of the United States to the Court of St. James's, living on the date hereof.distributions (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Master Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a -59- 64 double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at their respective options, make, or cause a Person to make, a Terminating Purchase on any Distribution Date on or after the earlier to occur of (1) the Master Servicer's determination, based upon an Opinion of Counsel, that the REMIC status of any REMIC related to the Trust has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year, or (2) the Distribution Date on which the aggregate Scheduled Principal Balance of the Assets is less than 5% of the sum of the Scheduled Principal Balance of the Assets as of the Cutoff Date. (c) The Master Servicer or the Residual Majority shall notify the Trustee and the Certificate Registrar in writing of its election to make or to cause a Terminating Purchase no later than the Distribution Date preceding the Distribution Date on which the Certificates will be retired as a result of such Terminating Purchase. The Master Servicer shall advise the Trustee and the Certificate Registrar of the final payment or other liquidation of the last Asset remaining in the Trust or the disposition of the last REO Property remaining in the Trust at least two Business Days prior to the Remittance Date in the month in which the Trust will terminate as a result thereof. Notice of any termination of the Trust shall be given promptly by the Trustee by letter sent to the Certificateholders by certified mail (1) in the event such notice is given in connection with a Terminating Purchase, not earlier than the fifth day of the month preceding the month of such termination and not later than the first day of the month of such termination or (2) otherwise not later than the Remittance Date preceding the final Distribution Date, in each case specifying (A) the Distribution Date upon which the Trust will terminate and that final payment of the Certificates will be made on such Distribution Date and (B) the amount of any such final distribution. 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 a Terminating Purchase, the Terminator shall deliver to the Trustee for deposit into the Distribution Account on the Business Day immediately preceding the Distribution Date on which the Terminating Purchase is to take place an amount in next day funds equal to the Termination Price. Notwithstanding the foregoing, if the Terminator is the Master Servicer, the Terminator, upon notice to the Trustee, shall be entitled to remit the Termination Price net of amounts owed to the Terminator in respect of unreimbursed outstanding Advances made by such Terminator or amounts required to be reimbursed or paid to such Terminator hereunder. (d) On the final Distribution Date, the Trustee shall distribute to the Certificateholders as of the related Record Date the amount otherwise distributable on the Certificates on such Distribution Date (if such final Distribution Date is not the result of a Terminating Purchase). Upon any termination of the Trust as the result of a Terminating Purchase, the Trustee and the Master Servicer shall distribute the Termination Price as though it were the amount on deposit in the Certificate Account in accordance with Section 3.07(d) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the Master Servicer and the Trustee shall promptly release to the Terminator the related Asset Files or portions thereof in their respective possessions for the remaining Assets, and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate transfer of such Asset Files to such Terminator, whereupon the Trust shall terminate. (e) In the event that all of the Certificateholders shall not surrender their Certificates 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 and receive the final distribution with respect thereto, net of the cost of such second notice. 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 amounts otherwise payable on such Certificates. Any funds payable to Certificateholders that are not distributed on the final Distribution Date shall be deposited in a Termination Account, as the case may be, each of which shall be an Eligible Account, to be held for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner, and shall be disposed of in accordance with this Section.

TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL ASSETS. (a) The respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee under the Pooling and Servicing Agreement (other than the obligations of the Trustee to make distributions to Certificateholders, to reimburse the Master Servicer for outstanding Advances, to pay the Master Servicer accrued and previously unpaid Servicing Fees or to provide tax information as provided in Section 4.01(a) hereof and other than the obligations of the Master Servicer under Article X hereof) shall terminate upon distribution to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so distributed on the Distribution Date coinciding with or following the earlier to occur of (1) a Terminating Purchase for an amount equal to the Termination Price and (2) the final payment or other liquidation (or any advance with respect thereto) of the last Asset remaining in the Trust or the disposition of the last REO Property remaining in the Trust; provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years after the death of the last survivor of the descendants of Josexx Xxxx X. Xxxxxxx, xxe the late ambassador President of the United States to the Court of St. James'sStates, living on the date hereof. (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Master Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a -59- 64 double REMIC Series, the Pooling REMIC) (the "“Residual Majority"”) may, at their respective options, make, or cause a Person to make, a Terminating Purchase on any Distribution Date on or after the earlier to occur of (1) the Master Servicer's ’s determination, based upon an Opinion of Counsel, that the REMIC status of any REMIC related to the Trust has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year, or (2) the Distribution Date on which which, after taking into account distributions of principal to be made on such Distribution Date, the aggregate Scheduled Principal Balance sum of the Assets Certificate Principal Balances of the Certificates is less than 510% of the sum of the Scheduled original Certificate Principal Balance Balances of the Assets as of the Cutoff DateCertificates. (c) The Master Servicer or the Residual Majority shall notify the Trustee and the Certificate Registrar in writing of its election to make or to cause a Terminating Purchase no later than the Distribution Date preceding the Distribution Date on which the Certificates will be retired as a result of such Terminating Purchase. The Master Servicer shall advise the Trustee and the Certificate Registrar of the final payment or other liquidation of the last Asset remaining in the Trust or the disposition of the last REO Property remaining in the Trust at least two Business Days prior to the Remittance Date in the month in which the Trust will terminate as a result thereof. Notice of any termination of the Trust shall be given promptly by the Trustee by letter sent to the Certificateholders by certified mail (1) in the event such notice is given in connection with a Terminating Purchase, not earlier than the fifth day of the month preceding the month of such termination and not later than the first day of the month of such termination or (2) otherwise not later than the Remittance Date preceding the final Distribution Date, in each case specifying (A) the Distribution Date upon which the Trust will terminate and that final payment of the Certificates will be made on such Distribution Date and (B) the amount of any such final distribution. 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 a Terminating Purchase, the Terminator shall deliver to the Trustee for deposit into the Distribution Account on the Business Day immediately preceding the Distribution Date on which the Terminating Purchase is to take place an amount in next day funds equal to the Termination Price. Notwithstanding the foregoing, if the Terminator is the Master Servicer, the Terminator, upon notice to the Trustee, shall be entitled to remit the Termination Price net of amounts owed to the Terminator in respect of unreimbursed outstanding Advances made by such Terminator or amounts required to be reimbursed or paid to such Terminator hereunder. (d) On the final Distribution Date, the Trustee shall distribute to the Certificateholders as of the related Record Date the amount otherwise distributable on the Certificates on such Distribution Date (if such final Distribution Date is not the result of a Terminating Purchase). Upon any termination of the Trust as the result of a Terminating Purchase, the Trustee and the Master Servicer shall distribute the Termination Price as though it were the amount on deposit in the Certificate Distribution Account in accordance with Section 3.07(d4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the Master Servicer and the Trustee shall promptly release to the Terminator the related Asset Files or portions thereof in their respective possessions for the remaining Assets, and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate transfer of such Asset Files to such Terminator, whereupon the Trust shall terminate. (e) In the event that all of the Certificateholders shall not surrender their Certificates 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 and receive the final distribution with respect thereto, net of the cost of such second notice. 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 amounts otherwise payable on such Certificates. Any funds payable to Certificateholders that are not distributed on the final Distribution Date shall be deposited in a Termination Account, as the case may be, each of which shall be an Eligible Account, to be held for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner, and shall be disposed of in accordance with this Section.