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

TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL CONTRACTS. (a) The respective obligations and responsibilities of the Company, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or 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 Xxxxxx X. Xxxxxxx, the 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 Servicer may, at its option, make, or cause a Person to make, a Terminating Purchase on any Distribution Date on or after the earlier to occur of (1) the 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 15% of the sum of the original Certificate Principal Balances of the Certificates. (c) The Servicer 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 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 Repo Property or 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities of the Company, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or 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 Xxxxxx X. Xxxxxxx, the 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 Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at its optiontheir 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 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The 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 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 Repo Property or 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities of the Company, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or 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 Xxxxxx Josexx X. Xxxxxxx, the 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 Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at its optiontheir 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 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The 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 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 Repo Property or 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 -91- 97 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities of the CompanyOMI, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. James'sXxxxx, living on the date hereof. (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Servicer may, at its option, make, or cause a Person to make, a Terminating Purchase on any Distribution Date on or after the earlier to occur of (1) the 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The Servicer 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 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 Repo Property or 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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-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 CONTRACTS. (a) The respective obligations and responsibilities of the Company, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or 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 Xxxxxx Josexx X. Xxxxxxx, the xxe late ambassador of the United States to the Court of St. James'sJamex, living xxving on the date hereof. (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at its optiontheir 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 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The 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 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 Repo Property or 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 -91- 118 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities of the Company, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or REO Property remaining in the Trust; providedPROVIDED, howeverHOWEVER, 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. James'sCoxxx xx Xx. Xxxxx, living on the date hereof. (b) Unless otherwise provided provxxxx in the Pooling and Servicing Agreement, the Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at its optiontheir 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 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The 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 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 Repo Property or 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 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.. MARCH 1997 STANDARD TERMS TO POOLING AND SERVICING AGREEMENT -71- (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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities under this Agreement of the CompanyDepositor, the Servicer Servicer, the Backup Servicer, the Certificate Administrator and the Trustee under the Pooling and Servicing Agreement (other than the obligations of the Trustee to make distributions to Certificateholders, to reimburse the Servicer for outstanding Advances, to pay the Servicer accrued and previously unpaid Servicing Fees or to provide tax information as provided payments in Section 4.01(a) hereof and other than the obligations respect of the Servicer under Article X hereofCertificates as hereinafter set forth) shall terminate upon distribution payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so distributed paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (1i) a Terminating Purchase for an amount equal the purchase by the Terminator (as defined below) of all Contracts and each REO Property remaining in the Trust Fund (including payment pursuant to the Termination Price Section 9.02 below) and (2ii) 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 Repo Property Contract or REO Property remaining in the TrustTrust Fund; provided, however, that in no event shall the Trust trust created hereby continue beyond the earlier of (a) the expiration of 21 years after from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United ambassxxxx xx xxx Xxxxxd States to the Court of St. James's, living on the date hereofhereof and (b) the Distribution Date in March 2032. The purchase by the Terminator of all Contracts and each REO Property remaining in the Trust Fund shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Repurchase Price of all the Contracts included in the Trust Fund, plus the appraised value of each REO Property, if any, included in the Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion and (B) the aggregate fair market value of all of the assets of the Trust Fund. (b) Unless otherwise provided The majority Holder of the Class C Certificates, or, in the Pooling and Servicing Agreementevent the majority Holder of the Class C Certificates fails to exercise the right described in this Section 9.01(b) at the earliest opportunity, the Servicer may(in either case, at its optionthe "Terminator") shall have the right, make, or cause a Person to make, a Terminating Purchase on any Distribution Date purchase all of the Contracts and each REO Property remaining in the Trust Fund pursuant to clause (i) of the preceding paragraph on or after the earlier to occur of (1) the 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 whichoccurring in April 2005, after taking into account distributions of principal to be made on such Distribution Dateand, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 15% of the sum of the original Certificate Principal Balances of the Certificates. (c) The Servicer shall notify the Trustee and the Certificate Registrar in writing of its election to make or to cause a Terminating Purchase any case, no later than the Distribution Determination Date in the month immediately preceding the Distribution Date on which the Certificates will be retired as a result of such Terminating Purchase. The Servicer shall advise retired; provided, however, that the Trustee and the Certificate Registrar Terminator may elect to purchase all of the final payment or other liquidation of the last Asset remaining in the Trust or the disposition of the last Repo Property or Contracts and each REO Property remaining in the Trust Fund pursuant to clause (a)(i) above only if (A) the aggregate Principal Balance of the Contracts and each REO Property remaining in the Trust Fund at least two Business Days prior the time of such election (after giving effect to Scheduled Payments of principal due during the related Due Period, to the Remittance extent received or advanced, and unscheduled collections of principal received during the related due period) is reduced to less than 10% of the aggregate Principal Balance of the Contracts as of the Cut-off Date and (B) either (x) the Certificate Insurer shall have consented in the month in which the Trust will terminate writing to such purchase or (y) as a result thereof. of such purchase, no draws under the Policy will occur, no unreimbursed Cumulative Insurance Payments will be unpaid to the Certificate Insurer and no other amounts owed to the Certificate Insurer under the Insurance Agreement will be unpaid to the Certificate Insurer. (c) Notice of any termination the liquidation of the Trust Fund shall be given promptly by the Trustee by letter sent to the Certificate Insurer and to Certificateholders by certified mail mailed (1a) in the event such notice is given in connection with a Terminating Purchasethe purchase of the Contracts and each REO Property by the Terminator, not earlier than the fifth 15th day of the month preceding the month of such termination and not later than the first 25th day of the month next preceding the month of the final distribution on the Certificates or (b) otherwise during the month of such termination final distribution on or (2) otherwise not later than before the Remittance Determination Date preceding the final Distribution Datein such month, in each case specifying (Ai) the Distribution Date upon which the Trust Fund will terminate and that the final payment in respect of the Certificates will be made on such Distribution Date upon presentation and surrender of the related Certificates at the office of the Trustee therein designated, (Bii) the amount of any such final distribution. The Trustee payment, (iii) that no interest shall give accrue in respect of the Certificates from and after the end of the calendar month preceding such notice final Distribution Date and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate Registrar Certificates at the time such notice is given to Certificateholdersoffice of the Trustee. In the event such notice is given in connection with a Terminating Purchasethe purchase of all of the Contracts and each REO Property remaining in the Trust Fund by the Terminator, the Terminator shall deliver to the Trustee for deposit into in the Distribution Certificate Account not later than the last Business Day of the month next preceding the month of the final distribution on the Business Day immediately preceding the Distribution Date on which the Terminating Purchase is to take place Certificates an amount in next day immediately available funds equal to the Termination Priceabove-described purchase price. Notwithstanding the foregoing, if the Terminator is the Servicer, the Terminator, upon notice The Trustee shall remit to the Trustee, shall Servicer from such funds deposited in the Certificate Account (i) any amounts which the Servicer would be entitled permitted to remit withdraw and retain from the Termination Price net of Certificate Account pursuant to Section 3.25 and (ii) any other amounts owed otherwise payable by the Trustee to the Terminator Servicer from amounts on deposit in respect the Certificate Account pursuant to the terms of unreimbursed outstanding Advances made this Agreement, in each case prior to making any final distributions pursuant to Section 9.01(d) below. Upon certification to the Trustee by a Servicing Officer of the making of such Terminator or amounts required to be reimbursed or paid to such Terminator hereunder. (d) On the final Distribution Datedeposit, the Trustee shall distribute promptly cause the Custodian 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the Servicer and the Trustee shall promptly release to the Terminator the related Asset Contract Files or portions thereof in their respective possessions for the remaining Assets, Repo Properties and REO PropertiesContracts, and the Trustee shall execute all assignments, endorsements and other instruments provided to it necessary to effectuate transfer of such Asset Files to such Terminator, whereupon the Trust shall terminatetransfer. (ed) In the event that all Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. By acceptance of the Residual Certificates, the Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of the par value of the Contracts, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Residual Certificates. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) and this Section 9.01(d) shall not surrender their Certificates have been surrendered for cancellation within six months after the date time specified in the above-mentioned written such notice, the Trustee shall give mail a second written notice notice, and, if necessary thereafter, a final notice, to the remaining non-tendering Certificateholders to surrender their Certificates and for cancellation in order to receive the final distribution with respect thereto, net of the cost of such second noticethereto in accordance with Section 4.01(h). If within one year after the second final notice all the any such 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 pay all such 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 SectionSection 4.01(h). 118 Immediately following the deposit of funds in trust hereunder in respect of the Certificates, the Trust Fund shall terminate.

TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL CONTRACTS. (a) The respective obligations and responsibilities of the CompanyOMI, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or REO Property remaining in the Trust; providedPROVIDED, howeverHOWEVER, 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. James'sXxxxx, living on the date hereof. (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Servicer may, at its option, make, or cause a Person to make, a Terminating Purchase on any Distribution Date on or after the earlier to occur of (1) the 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The Servicer 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 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 Repo Property or 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities of the Company, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or REO Property remaining in the Trust; providedPROVIDED, howeverHOWEVER, 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 Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. James'sXxxxx, living on the date hereof. (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at its optiontheir 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 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The 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 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 Repo Property or 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities of the CompanyOMI, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or REO Property remaining in the Trust; providedPROVIDED, howeverHOWEVER, 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 Xxxxxx Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. James'sJxxxx, living on the date hereof. (b) Unless otherwise provided in the Pooling and Servicing Agreement, the Servicer may, at its option, make, or cause a Person to make, a Terminating Purchase on any Distribution Date on or after the earlier to occur of (1) the 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The Servicer 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 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 Repo Property or 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities of the Company, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or 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 Xxxxxx Josexx X. Xxxxxxx, the 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 Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at its optiontheir 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 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The 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 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 Repo Property or 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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 CONTRACTS. (a) The respective obligations and responsibilities of the CompanyOMI, the 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 Servicer for outstanding Advances, to pay the 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 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 Repo Property or 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 Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. James'sXxxxx xx Xx. Xxxxs, living on the date hereof. (b) Unless otherwise provided proxxxxx in the Pooling and Servicing Agreement, the Servicer or the Holders of the majority of the Percentage Interest in the Residual Certificates of a REMIC (or, in the case of a double REMIC Series, the Pooling REMIC) (the "Residual Majority") may, at its optiontheir 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 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, after taking into account distributions of principal to be made on such Distribution Date, the sum of the Certificate Principal Balances of the Certificates is less than or equal to 1510% of the sum of the original Certificate Principal Balances of the Certificates. (c) The 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 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 Repo Property or 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 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 shall distribute the Termination Price as though it were the amount on deposit in the Distribution Account in accordance with Section 4.03(a) hereof and in accordance with the related Pooling and Servicing Agreement. Following such final distribution, the 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, Repo Properties and REO Properties, and the Trustee shall execute all assignments, endorsements and other instruments provided to it 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.