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

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.03, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 1% of the Cut-off Date Balance. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first pay any amounts owing to the Trustee, Master Servicer, Custodian and Servicer as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. (a) Subject to Section 9.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments to the related Certificateholders as hereafter set forth) shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them hereunder following the earlier to occur of (i) the repurchase by the Master Servicer or its designee of all Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund at a price in cash equal to (a) 100% of the unpaid principal balance of each Mortgage Loan (other than one as to which a REO Property was acquired) on the Trust Fundday of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in which the proceeds of such repurchase are to be distributed, upon plus (b) the earlier of: appraised value of any REO Property (Ibut not more than the unpaid principal balance of the related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser selected by the Master Servicer at the expense of the Master Servicer, plus (c) any Swap Termination Payment (which shall include any Net Swap Payment payable for the final Distribution Date) payable to the Swap Provider pursuant to the Interest Rate Swap Agreement which remains unpaid or which is due to the exercise of such option (a “Swap Optional Termination Payment”) and plus (d) any unreimbursed amounts owed to the Certificate Insurer under the Certificate Guaranty Insurance Policy, the Insurance Agreement and this Agreement, and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in September 2037 (ii) the expiration of 21 years from 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. XxxxxJxxxx, living on the date hereofhereof and (iii) the “latest possible maturity date” specified in the Preliminary Statement with respect to the related Regular Interests and Certificates, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer Master Servicer, to avoid disqualification of any Trust of REMIC 1, REMIC 2 or REMIC 3 as a REMIC. The In the case of any repurchase by the Master Servicer or its designee pursuant to clause (i), the Master Servicer shall advise exercise reasonable efforts to cooperate fully with the Trustee in writing of its election to cause a Terminating Purchase no later than effecting such repurchase and the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase transfer of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such and related Mortgage Loans, at a price equal Files and related records to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other partyMaster Servicer. The right of the Master Servicer or its designee to make or cause a Person repurchase all Mortgage Loans pursuant to make a Terminating Purchase for the Termination Price as described in clause (IIi) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase repurchase aggregating to an amount equal to or less than 110% of the Cut-off Date Balance; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy or any amounts owed to the Certificate Insurer would remain unpaid, unless the Certificate Insurer consents in writing to such purchase. If such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, and the Certificate Insurer notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. In the case of a repurchase of Mortgage Loans and REO Property pursuant to clause (a)(i) above, only an amount equal to the repurchase price specified in such clause (a)(i) above for such Mortgage Loans and REO Property, less any Swap Optional Termination Payment and any portion of the repurchase price consisting of the unreimbursed amounts owed to the Certificate Insurer, shall be made available for distribution to the Regular Certificates and Class IO Interests. The Swap Optional Termination Payment shall be withdrawn by the Trustee from the Certificate Account and remitted to the Supplemental Interest Trust to be paid in accordance with Section 4.09(ii). The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC. (b) The Master Servicer has the right to repurchase all of the Mortgage Loans and related REO Properties pursuant to clause (i) of Section 9.01(a), conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating to an amount equal to or less than 10% of the Cut-off Date Balance. If the Master Servicer elects to terminate the Trust pursuant to this Section 9.01 (such termination, an “Optional Termination”), the Master Servicer shall, at least 20 days prior to the last date on which notice of such Optional Termination is required to be mailed to the Certificateholders pursuant to 9.01(f), notify in writing (which may be done in electronic format) the Depositor, the Master Servicer, the Trustee and the Swap Provider of the final Distribution Date on which the Master Servicer intends to terminate the Trust Fund. (c) In connection with any Optional Termination, four Business Days prior to the final Distribution Date specified in the notice required pursuant to Section 9.01(f), the Master Servicer shall, no later than 4:00 pm New York City time on such day, request in writing (in accordance with the applicable provision of the Interest Rate Swap Agreement) and by phone from the Swap Provider the amount of the Estimated Swap Termination Payment. The Swap Provider shall, no later than 2:00 pm on the following Business Day, notify in writing (which may be done in electronic format) the Trustee of the amount of the Estimated Swap Termination Payment; the Trustee shall promptly on the same day notify the Master Servicer of the amount of the Estimated Swap Termination Payment. (d) Two Business Days prior to the final Distribution Date specified in the notice required pursuant to Section 9.01(f), (i) the Master Servicer shall, no later than 1:00 pm New York City time on such day, deposit funds in the Certificate Account in an amount equal to the sum of the purchase price (other than the Swap Optional Termination Payment) and the Estimated Swap Termination Payment, and (ii) if Trustee is notified in writing that the aggregate Stated Principal Balance of all of the Mortgage Loans in the Trust Fund as of the related Determination Date is not more than 10% of the aggregate Cut-off Date Balance of all of the Mortgage Loans, and the requirements of the Optional Termination set forth in this Section 9.01 and Section 9.03 have been met, including the deposit required pursuant to the immediately preceding clause (i) then the Trustee shall, on the same Business Day, provide written notice to the Depositor, the Certificate Insurer, the Master Servicer, the Trustee on behalf of the Supplemental Interest Trust and the Swap Provider confirming (in accordance with the applicable provisions of the Interest Rate Swap Agreement) its receipt of the purchase price (other than the Swap Optional Termination Payment) and the Estimated Swap Termination Payment. Upon the Trustee’s providing the notice described in the preceding sentence, the Optional Termination shall become irrevocable, the notice to the related Certificateholders of such Optional Termination provided pursuant to the second paragraph of Section 9.01(f) shall become unrescindable, the Swap Provider shall determine the Swap Optional Termination Payment in accordance with the Interest Rate Swap Agreement, and the Swap Provider shall provide to the Trustee written notice of the amount of the Swap Optional Termination Payment not later than one Business Day prior to the final Distribution Date specified in the notice required pursuant to Section 9.01(f) and in the event the Trustee fails to provide the notice described in the preceding sentence, any notice provided under Section 9.01(f) shall be deemed rescinded. (e) In connection with any Optional Termination, only an amount equal to the purchase price less any Swap Optional Termination Payment and less any amounts payable to the Certificate Insurer shall be made available for distribution to the related Regular Certificates; provided that the amount to be distributed to the Class AM Certificates and to the Certificate Insurer must not result in a draw on the Certificate Guaranty Insurance Policy or leave any amount owed to the Certificate Insurer unpaid. Any Estimated Swap Termination Payment deposited into the Distribution Account by the Master Servicer shall be withdrawn by the Trustee from the Distribution Account on the related final Distribution Date (prior to the distribution of any amounts pursuant to Section 9.01(f)) and distributed as follows: (i) to the Supplemental Interest Trust for payment to the Swap Provider in accordance with Section 4.09(ii), as applicable, an amount equal to the Swap Optional Termination Amount calculated pursuant to the Interest Rate Swap Agreement, provided that in no event shall the amount distributed to the Swap Provider in respect of the Swap Optional Termination Amount exceed the Estimated Swap Termination Payment, and (ii) to the Master Servicer an amount equal to the excess, if any, of the Estimated Swap Termination Payment over the Swap Optional Termination Payment. The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC. (f) Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders and the Swap Provider and the Certificate Insurer mailed (a) in the event such notice is given in connection with the Master Servicer’s or its designee’s 's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date 15th day of the month (or if such 15th day is not a Business Day, on the Business Day immediately preceding such 15th day) in such month, in each case specifying (i) the Distribution Date upon which final payment of the such Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the such Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Master Servicer or its designee’s 's election to repurchase, the Master Servicer or its designee shall deliver to the Trustee for deposit in the Distribution Certificate Account on the day which is two Business Day Days immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first first, pay itself its fee for such Distribution Date (as described in Section 8.05 ) and any other amounts owing to the Trustee, Master Servicer, Custodian and Servicer as applicable, Trustee under this Agreement, and second, distribute to such Certificateholders and the Certificateholders Certificate Insurer (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer’s or its designee’s 's election to repurchase, or (ii) if the Master Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each CertificateRegular Certificate (other than the Class P Certificates) and the Class IO Interest, one month’s 's interest thereon at the applicable Pass-Through Rate, or otherwise distributable thereto, and any Unpaid Interest Shortfall Amount, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Subordinate Certificate, any unpaid Allocated Realized Loss Amount; with respect to the Class R CertificateCertificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price (as adjusted in accordance with the preceding paragraph) and the aggregate amount to be distributed to the Holders of the Regular CertificatesCertificates and the Class IO Interest, subject to the priorities set forth in Section 4.01; and with respect to the Certificate Insurer, any amounts owed under the Certificate Guaranty Insurance Policy, the Insurance Agreement and this Agreement. Upon certification to the Custodian Trustee by a Servicing Officer, following such final deposit, the Custodian Trustee shall promptly release the Mortgage Files as directed by the Master Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Master Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust Issuing Entity created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Josxxx X. Xxxxxxx, the xhe late ambassador of the United States to the Court of St. XxxxxJamxx, living xiving on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 1% of the Cut-off Date Balance. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian Custodian, Servicer and Servicer Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. (a) Subject to Section 9.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments to the related Certificateholders as hereafter set forth) shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them hereunder following the earlier to occur of (i) the repurchase by the Master Servicer or its designee of all Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund at a price equal to (a) 100% of the unpaid principal balance of each Mortgage Loan (other than one as to which a REO Property was acquired) on the Trust Fundday of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in which the proceeds of such repurchase are to be distributed, plus (b) the appraised value of any REO Property (but not more than the unpaid principal balance of the related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the earlier of: Master Servicer and the Trustee at the expense of the Master Servicer and plus (Ic) any Swap Termination Payment payable to the Swap Provider which remains unpaid or which is due to the exercise of such option and plus (d) any unreimbursed amounts owed to the Certificate Insurer under the Certificate Guaranty Insurance Policy, and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in March 2036 and (ii) the expiration of 21 years from 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. XxxxxJxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer Master Servicer, to avoid disqualification of any Trust of REMIC 1, REMIC 2 or REMIC 3 as a REMIC. The In the case of any repurchase by the Master Servicer or its designee pursuant to clause (i), the Master Servicer shall advise exercise reasonable efforts to cooperate fully with the Trustee in writing of its election to cause a Terminating Purchase no later than effecting such repurchase and the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase transfer of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such and related Mortgage Loans, at a price equal Files and related records to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other partyMaster Servicer. The right of the Master Servicer or its designee to make or cause a Person repurchase all Mortgage Loans pursuant to make a Terminating Purchase for the Termination Price as described in clause (IIi) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase repurchase aggregating an amount equal to or less than 110% of the Cut-off Date BalanceBalance of the Mortgage Loans; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchase. If such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders and the Certificate Insurer mailed (a) in the event such notice is given in connection with the Master Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Master Servicer or its designee’s election to repurchase, the Master Servicer or its designee shall deliver to the Trustee for deposit in the Distribution Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first first, pay itself its fee for such Distribution Date (as described in Section 8.05 ) and any other amounts owing to the Trustee, Master Servicer, Custodian and Servicer as applicable, Trustee under this Agreement, and second, distribute to the Certificateholders and the Certificate Insurer (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer’s or its designee’s election to repurchase, or (ii) if the Master Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each CertificateRegular Certificate (other than the Class P Certificates), one month’s interest thereon at the applicable Pass-Through RateRate and any Unpaid Interest Shortfall Amount, plus with respect to each Offered Certificate, any previously accrued but unpaid Accrued Certificate Interest Allocated Realized Loss Amount; and with respect to each the Class R CertificateCertificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01; and with respect to the Certificate Insurer, any amounts owed under the Certificate Guaranty Insurance Policy. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of the Class R Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class C Certificates and to pay any such amounts to the Holders of the Class C Certificates. Upon certification to the Trustee and the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Master Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Master Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. (a) Subject to Section 9.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments to the related Certificateholders as hereafter set forth) shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them hereunder following the earlier to occur of (i) the repurchase by the Master Servicer or its designee of all Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund at a price equal to (a) 100% of the unpaid principal balance of each Mortgage Loan (other than one as to which a REO Property was acquired) on the Trust Fundday of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in which the proceeds of such repurchase are to be distributed, plus (b) the appraised value of any REO Property (but not more than the unpaid principal balance of the related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the earlier of: Master Servicer and the Trustee at the expense of the Master Servicer and plus (Ic) any Swap Termination Payment payable to the Swap Provider which remains unpaid or which is due to the exercise of such option and plus (d) any unreimbursed amounts owed to the Certificate Insurer under the Certificate Guaranty Insurance Policy, and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the ServicerPROVIDED, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, howeverHOWEVER, that in no event shall the Trust trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in March 2036 and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Couxx xx Xx. Xxxxx, living on the date hereof, and provided furtherPROVIDED FURTHER, that the purchase price purchxxx xrice set forth above shall be increased as is necessary, as determined by the Servicer Master Servicer, to avoid disqualification of any Trust of REMIC 1, REMIC 2 or REMIC 3 as a REMIC. The In the case of any repurchase by the Master Servicer or its designee pursuant to clause (i), the Master Servicer shall advise exercise reasonable efforts to cooperate fully with the Trustee in writing of its election to cause a Terminating Purchase no later than effecting such repurchase and the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase transfer of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such and related Mortgage Loans, at a price equal Files and related records to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other partyMaster Servicer. The right of the Master Servicer or its designee to make or cause a Person repurchase all Mortgage Loans pursuant to make a Terminating Purchase for the Termination Price as described in clause (IIi) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase repurchase aggregating an amount equal to or less than 110% of the Cut-off Date BalanceBalance of the Mortgage Loans; PROVIDED, HOWEVER, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchase. If such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders and the Certificate Insurer mailed (a) in the event such notice is given in connection with the Master Servicer’s or its designee’s 's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Master Servicer or its designee’s 's election to repurchase, the Master Servicer or its designee shall deliver to the Trustee for deposit in the Distribution Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first first, pay itself its fee for such Distribution Date (as described in Section 8.05 ) and any other amounts owing to the Trustee, Master Servicer, Custodian and Servicer as applicable, Trustee under this Agreement, and second, distribute to the Certificateholders and the Certificate Insurer (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer’s or its designee’s 's election to repurchase, or (ii) if the Master Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each CertificateRegular Certificate (other than the Class P Certificates), one month’s 's interest thereon at the applicable Pass-Through RateRate and any Unpaid Interest Shortfall Amount, plus with respect to each Offered Certificate, any previously accrued but unpaid Accrued Certificate Interest Allocated Realized Loss Amount; and with respect to each the Class R CertificateCertificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01; and with respect to the Certificate Insurer, any amounts owed under the Certificate Guaranty Insurance Policy. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of the Class R Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class C Certificates and to pay any such amounts to the Holders of the Class C Certificates. Upon certification to the Trustee and the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Master Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Master Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. (a) Subject to Section 9.03, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments to the related Certificateholders as hereafter set forth) shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them hereunder following the earlier to occur of (i) the repurchase by the Holder of a 50.01% or greater Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholders") or its designee of all Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund at a price equal to (a) 100% of the unpaid principal balance of each Mortgage Loan (other than one as to which a REO Property was acquired) on the Trust Fundday of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in which the proceeds of such repurchase are to be distributed, plus (b) the appraised value of any REO Property (but not more than the unpaid principal balance of the related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less the good faith estimate of the Majority Class C Certificateholders of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the earlier of: Majority Class C Certificateholders and the Trustee at the expense of the Master Servicer, and (Iii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in August 2032 and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer Majority Class C Certificateholders, to avoid disqualification of any Trust of REMIC 1, REMIC 2 or REMIC 3 as a REMIC. The In the case of any repurchase by the Majority Class C Certificateholders pursuant to clause (i), the Master Servicer or its designee shall advise exercise reasonable efforts to cooperate fully with the Trustee in writing of its election to cause a Terminating Purchase no later than effecting such repurchase and the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase transfer of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such and related Mortgage Loans, at a price equal Files and related records to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other partyMajority Class C Certificateholders. The right of the Servicer Majority Class C Certificateholders or its designee to make or cause a Person repurchase all Mortgage Loans pursuant to make a Terminating Purchase for the Termination Price as described in clause (IIi) above shall be conditioned upon the Aggregate aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase repurchase aggregating an amount equal to or less than 110% of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Majority Class C Certificateholders upon such repurchase shall provide to the Trustee, notice of such exercise prior to the Determination Date Balancein the month preceding the month of purchase and the certification required by Section 3.16. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s Majority Class C Certificateholder's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Servicer Majority Class C Certificateholder or its designee’s 's election to repurchase, the Servicer Majority Class C Certificateholder or its designee shall deliver to the Trustee for deposit in the Distribution Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first first, pay itself the Trustee's Fees for such Distribution Date and any other amounts owing to the Trustee, Master Servicer, Custodian and Servicer as applicable, Trustee under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s Majority Class C Certificateholder's election to repurchase, or (ii) if the Servicer or its designee Majority Class C Certificateholder elected to so repurchase, an amount determined as follows: with respect to each Regular CertificateCertificate (other than the Class A-IO Certificates), the outstanding Certificate Principal Balance thereof, plus with respect to each CertificateRegular Certificate (other than the Class P Certificates), one month’s 's interest thereon at the applicable Pass-Pass- Through RateRate and any Unpaid Interest Shortfall Amount, plus with respect to each Mezzanine Certificate, any previously accrued but unpaid Accrued Certificate Interest Allocated Realized Loss Amount; and with respect to each the Class R CertificateCertificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of the Class R Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class C Certificates and to pay any such amounts to the Holders of the Class C Certificates. Upon certification to the Custodian Trustee by a Servicing Officer, following such final deposit, the Custodian Trustee shall promptly release the Mortgage Files as directed by the Servicer Majority Class C Certificateholder for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer Majority Class C 117 Certificateholder as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. (a) Subject to Section 9.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust Issuing Entity created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof, and provided furtherprovidedfurther, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon (i) the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 110% of the Cut-off Date Balance. Balance and (ii) the prior written consent of the Certificate Insurer to the extent that such Terminating Purchase results in a draw on the Policy or any amounts remain due and owing to the Certificate Insurer; provided, however, such optional termination will not be permitted unless the Certificate Insurer, in its sole discretion, has also paid no later than the Optional Termination Date all amounts which the Certificate Insurer would otherwise be required to pay under the Policy on the last scheduled Distribution Date. (b) Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificate Insurer and the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, the Master Servicer, Custodian the Custodian, the Servicer, the Certificate Insurer and Servicer the Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Current Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. . (c) In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto. (d) If the Servicer elects to terminate the Trust Fund pursuant to this Section 9.01 (such termination, an “Optional Termination”), the Servicer shall, at least 20 days prior to the last date on which notice of such Optional Termination is required to be mailed to the Certificateholders pursuant to Section 9.01(b), notify in writing (which may be done in electronic format) the Depositor, the Master Servicer, the Securities Administrator, the Trustee and the Swap Provider of the final Distribution Date on which the Servicer intends to terminate the Trust Fund. In connection with any Optional Termination, four Business Days prior to the final Distribution Date specified in the notice required pursuant to this Section 9.01(d), the Securities Administrator shall, no later than 4:00 pm New York City time on such day, request in writing which may be done electronically (in accordance with the applicable provision of the Swap Agreement) and by phone from the Swap Provider the amount of the Estimated Swap Termination Payment (as defined in the Swap Agreement). The Swap Provider shall, no later than 2:00 pm on the following Business Day, notify in writing (which may be done in electronic format) the Securities Administrator of the amount of the Estimated Swap Termination Payment; the Securities Administrator shall promptly on the same day notify the Servicer in writing (which may be done electronically) of the amount of the Estimated Swap Termination Payment. Two Business Days prior to the final Distribution Date specified in the notice required pursuant to this Section 9.01(d), (i) the Servicer no later than 1:00 pm New York City time on such day, deposit funds in the Distribution Account in an amount equal to the sum of the Termination Price (other than the Swap Optional Termination Payment) and the Estimated Swap Termination Payment, and (ii) if the Securities Administrator is notified in writing that the aggregate Stated Principal Balance of all of the Mortgage Loans as of the related Determination Date is not more than 10% of the aggregate Cut-off Date Stated Principal Balance of all of the Mortgage Loans, and the requirements of the Optional Termination have been met, including without limitation, the deposit required pursuant to the immediately preceding clause (i) as well as the requirements specified in Section 9.03, then the Securities Administrator shall, on the same Business Day, provide written notice (which may be done electronically) to the Servicer, the Depositor, the Master Servicer, the Swap Supplemental Interest Trust Trustee, the Trustee, the Custodian and the Swap Provider (in accordance with the applicable provision of the Swap Agreement) confirming its receipt of the Termination Price (other than the Swap Optional Termination Payment) and the Estimated Swap Termination Payment. Upon the Securities Administrator’s providing the notice described in the preceding sentence, the Optional Termination shall become irrevocable, the notice to Certificateholders of such Optional Termination provided pursuant to Section 9.01(b) shall become unrescindable, the Swap Provider shall determine the Swap Optional Termination Payment in accordance with the Swap Agreement, and the Swap Provider shall provide to the Securities Administrator written notice of the amount of the Swap Optional Termination Payment not later than one Business Day prior to the final Distribution Date specified in the notice required pursuant to this Section 9.01. In connection with any Optional Termination, only an amount equal to the Termination Price less any Swap Optional Termination Payment shall be made available for distribution to the Regular Certificates. Any Estimated Swap Termination Payment deposited into the Distribution Account by the Servicer shall be withdrawn by the Securities Administrator from the Distribution Account on the related final Distribution Date and distributed as follows: (i) to the Swap Supplemental Interest Trust for payment to the Swap Provider in accordance with Section 4.13(b) an amount equal to the Swap Optional Termination Payment calculated pursuant to the Swap Agreement, provided that in no event shall the amount distributed to the Swap Provider in respect of the Swap Optional Termination Payment exceed the Estimated Swap Termination Payment, and (ii) to the Servicer, an amount equal to the excess, if any, of the Estimated Swap Termination Payment over the Swap Optional Termination Payment. The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.038.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 7.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust Issuing Entity created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.018.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer Master shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 1% of the Cut-off Date Balance. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian Custodian, Servicer and Servicer Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust Issuing Entity created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 1% of the Cut-off Date Balance. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian Custodian, Servicer and Servicer Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust Issuing Entity created hereby continue beyond the expiration of 21 years from 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. XxxxxJxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 1% of the Cut-off Date Balance. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian Custodian, Servicer and Servicer Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.03, the respective obligations and responsibilities of the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Master Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Master Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Master Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Master Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Master Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described descriobed in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 1% of the Cut-off Date Balance. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Master Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Master Servicer or its designee’s election to repurchase, the Master Servicer or its designee shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian Custodian, Servicer and Servicer Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer’s or its designee’s election to repurchase, or (ii) if the Master Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. (a) Subject to Section 9.038.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 7.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust Issuing Entity created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof, and provided furtherprovidedfurther, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.018.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer Master shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 110% of the Cut-off Date Balance. . (b) Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian Custodian, Servicer and Servicer Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. . (c) In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.03, the respective obligations and responsibilities of the CompanyDepositor, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust Issuing Entity created hereby continue beyond the earlier of (i) expiration of 21 years from 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. XxxxxJxxxx, living on the date hereof, and (ii) the “latest possible maturity date” specified in the Preliminary Statements with respect to the related Regular Interests and Certificates, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 110% of the Cut-off Date Balance. If the Servicer or its designee fails to exercise its option to make or cause a Person to make a Terminating Purchase pursuant to this Section 9.01, then the Master Servicer shall be entitled to exercise such option. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or its Master Servicer, or such party’s designee’s , election to repurchase, the Servicer or its designee Master Servicer, or such party’s designee, shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian Custodian, Servicer and Servicer Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its Master Servicer’s, or such party’s designee’s ’s, election to repurchase, or (ii) if the Servicer or its designee Master Servicer, or such party’s designee, elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each such Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Current Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.03, the respective obligations and responsibilities of the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 110% of the Cut-off Date Balance. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Trustee Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian Custodian, Servicer and Servicer Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee Securities Administrator shall take reasonable steps as directed by the Company in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Subject to Section 9.03, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of: (I) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or (II) the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement. provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC. The Servicer or its designee shall advise the Trustee in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur. Upon any purchase of the Mortgage Loans pursuant to this Section 9.01, the Sponsor shall have the right, but not the obligation, to purchase from the Servicer such Mortgage Loans, at a price equal to the Termination Price, before the Servicer shall offer such Mortgage Loans for sale to any bidder or any other party. The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 1% of the Cut-off Date Balance. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Servicer or its designee’s election to repurchase, the Servicer or its designee shall deliver to the Trustee for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first pay any amounts owing to the Trustee, Master Servicer, Custodian and Servicer as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or its designee’s election to repurchase, or (ii) if the Servicer or its designee elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.