Common use of Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans Clause in Contracts

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee and the Trust Administrator (other than the obligations of the Servicers to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers to provide for and the Trust Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) above.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) amounts due and owing to the lesser of (x) Swap Provider under the sum Swap Agreement as of the amount designated in clause termination date plus (Aii) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing the Swap Provider under the Insurance Swap Agreement as of the termination date, plus (iii) any amounts due the Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers to provide for 9.05 and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the greater sum of (Ai) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion plus (and approved by ii) any amounts due the Certificate Insurer Master Servicer in its reasonable discretion) and (B) the aggregate fair market value respect of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (unpaid compensation owed to the extent the Certificate Insurer is not the Terminator) Master Servicer, outstanding P&I Advances and Servicing Advances and any other amounts due to the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereofSecurities Administrator, the purchase by Servicer, the Majority Class CE Certificateholder of all Mortgage Loans Subservicer and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due Master Servicer under the Insurance this Agreement and (y) the amount designated in clause (B) aboveServicing Agreement.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing the Swap Provider under the Insurance Swap Agreement as of the termination date, plus (iii) any amounts due the Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the amount designated Servicer and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) any Swap Termination Payment payable to the lesser of (x) Swap Provider which remains unpaid or which is due to the sum exercise of the amount designated in clause optional termination right by the Terminator plus (Aii) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I at a price equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by such Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by such Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) above.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) any Swap Termination Payment payable to the lesser of (x) Swap Provider which remains unpaid or which is due to the sum exercise of the amount designated in clause optional termination right by the Terminator plus (Aii) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement as of the termination date plus (iii) any amounts due the Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) above.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund at a price equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in the Trust Fund, plus the appraised value of each REO Property, if any, included in the Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion and (B) the aggregate fair market value of all of the assets of the Trust Fund (as determined by the Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC Ithe Trust Fund; provided, however, that clauses (i) and (ii) of this paragraph will be paid only to the extent that there is enough cash to make such payments; provided, further, that in no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) 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. Subject The majority Holder of the Class X Certificate shall have the right, or if it chooses not to Section 3.11 hereofexercise such right, the Servicer shall have the right (the party exercising such right, the "Terminator"), to purchase by all of the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price the Trust Fund pursuant to clause (the "Termination Price"i) equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by preceding paragraph no later than the Terminator, Determination Date in the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next month immediately preceding the date upon Distribution Date on which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)Certificates will be retired; provided, however, that in the event Terminator may elect to purchase all of the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is equal to or less than 10% of the Cut-off Date Pool Principal Balance. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders mailed (a) in the greater of: event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the amount designated in clause (A) above Certificates from and any amounts due under after the Insurance Agreement Interest Accrual Period relating to the final Distribution Date therefor and (yiv) 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. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Terminator, the Terminator shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the above-described purchase price. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release to the Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount designated otherwise distributable on such Distribution Date in clause (Baccordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in trust for such Certificateholders. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning the surrender of their Certificates, and the cost thereof shall be paid out of the funds held in trust. If after a reasonable period of time, any such Certificates which have not been surrendered for cancellation continue to remain outstanding, the Trustee shall pay to the Depositor all amounts distributable to the Holders thereof, and the Depositor shall thereafter hold such amounts for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) abovefor final payment thereof in accordance with this Section 10.01. Immediately following the deposit of funds in trust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, Ocwen and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of Ocwen to make remittances to the Servicers to provide for Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicers and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by such the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is Certificateholders are the Terminator, and subject to Section 3.11 hereofTerminators, the purchase by the Majority Class CE Certificateholder Certificateholders of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a the price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) above.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Fiscal Agent and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund at a price equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in the Trust Fund, plus the appraised value of each REO Property, if any, included in the Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by such Holder and the Trustee in their reasonable discretion and (B) the aggregate fair market value of all of the assets of the Trust Fund (as determined by the Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC Ithe Trust Fund; 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. Subject The Master Servicer shall have the right to Section 3.11 hereof, purchase all of the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price the Trust Fund pursuant to clause (the "Termination Price"i) equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by preceding paragraph no later than the Terminator, Determination Date in the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next month immediately preceding the date upon Distribution Date on which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)Certificates will be retired; provided, however, that in the event Master Servicer may elect to purchase all of the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) above only if the aggregate Legal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund after taking into account all payments made in respect thereof through the last day of the month preceding such date is less than 5% of the aggregate Legal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders mailed (a) in the greater of: event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Master Servicer, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and the final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the amount designated in clause (A) above Certificates from and any amounts due under after the Insurance Agreement Interest Accrual Period relating to the final Distribution Date therefor and (yiv) 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. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Master Servicer, the Master Servicer shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the above-described purchase price. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount designated otherwise distributable on such Distribution Date in clause (Baccordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trustee by the Master Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) abovefor final payment thereof in accordance with this Section 10.01. Immediately following the deposit of funds in trust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the TrusteeSecurities Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement as of the termination date plus (iii) any amounts due the Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Trust Administrator and the Trust Administrator Trustee (other than the obligations of the Servicers Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Servicer to provide for and the Trust Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund at a price equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in the Trust Fund, plus the appraised value of each REO Property, if any, included in the Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by such Holder and the Trust Administrator in their reasonable discretion and (B) the aggregate fair market value of all of the assets of the Trust Fund (as determined by the Servicer and the Trust Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC Ithe Trust Fund; 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. Subject The Servicer shall have the right to Section 3.11 hereof, purchase all of the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price the Trust Fund pursuant to clause (the "Termination Price"i) equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by preceding paragraph no later than the Terminator, Determination Date in the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next month immediately preceding the date upon Distribution Date on which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)Certificates will be retired; provided, however, that in the event Servicer may elect to purchase all of the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) above only if the aggregate Legal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund after taking into account all payments made in respect thereof through the last day of the month preceding such date is less than 10% of the aggregate Legal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination shall be at a price equal given promptly by the Trust Administrator by letter to Certificateholders mailed (a) in the greater of: event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Servicer, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and the final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trust Administrator therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the amount designated in clause (A) above Certificates from and any amounts due under after the Insurance Agreement Interest Accrual Period relating to the final Distribution Date therefor and (yiv) 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 Trust Administrator. The Trust Administrator shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Servicer, the Servicer shall deliver to the Trust Administrator for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the above-described purchase price. Upon certification to the Trust Administrator by a Servicing Officer of the making of such final deposit, the Trust Administrator shall promptly release to the Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount designated otherwise distributable on such Distribution Date in clause (Baccordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trust Administrator shall, directly or through an agent, mail a final notice to the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Trust Administrator shall pay to Xxxxxxx Xxxxx Xxxxxx Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Trust Administrator as a result of such Certificateholder's failure to surrender its Certificate(s) abovefor final payment thereof in accordance with this Section 10.01. Any such amounts held in trust by the Trust Administrator shall be held in an Eligible Account and the Trust Administrator may direct any depository institution maintaining such account to invest the funds in one or more Permitted Investments. All income and gain realized from the investment of funds deposited in such accounts held in trust by the Trust Administrator shall be for the benefit of the Trust Administrator; provided, however, that the Trust Administrator shall deposit in such account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon the realization of such loss. Immediately following the deposit of funds in trust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I (the "Clean-up Call") and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) above.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01), (ii) any amounts due and owing to the Swap Provider under the Swap Agreement and any previous swap provider as of the termination date (including a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the Servicer and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances; provided, however, that in such option may only be exercised if the event Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the Majority Class CE Certificateholder is the Terminatorprincipal balance of, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder each class of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal notes issued pursuant to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above Indenture and any remaining amounts due owed to the trustee under the Insurance Agreement Indenture and (y) the amount designated in clause (B) aboveNIMS Insurer on the date such notes are retired.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the amount designated Servicers and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be Trust Fund at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC Ithe Trust Fund, plus the appraised value of each REO Property, if any, included in REMIC Ithe Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator such Holder and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I the Trust Fund (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided, however, that in no event shall the event trust created hereby continue beyond the Majority Class CE Certificateholder is expiration of 21 years from the Terminator, and subject to Section 3.11 hereofdeath of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The Master Servicer shall have the right to purchase by all of the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates will be retired; provided, however, that the Master Servicer may elect to purchase all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund after taking into account all payments made in respect thereof through the last day of the month preceding such date is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders mailed (a) in the greater of: event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Master Servicer, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and the final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the amount designated in clause (A) above Certificates from and any amounts due under after the Insurance Agreement Interest Accrual Period relating to the final Distribution Date therefor and (yiv) 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. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Master Servicer, the Master Servicer shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the above-described purchase price. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount designated otherwise distributable on such Distribution Date in clause (Baccordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trustee by the Master Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) abovefor final payment thereof in accordance with this Section 10.01. Immediately following the deposit of funds in trust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement as of the termination date plus (iii) any amounts due the Servicers and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator (defined below) of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the TrusteeMaster Servicer, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicers and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement as of the termination date, plus (iii) amounts due the Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee and the Trust Administrator (other than the obligations of the Servicers Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Servicer to provide for and the Trust Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund at a price equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in the Trust Fund, plus the appraised value of each REO Property, if any, included in the Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trust Administrator in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and any amounts owed to the Insurer under the Insurance Agreement and (B) the aggregate fair market value of all of the assets of the Trust Fund (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trust Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) (the "Termination Price") and (ii) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC Ithe Trust Fund; 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. Subject to this Section 3.11 hereof10.01, the Majority Class R Certificateholder and the Certificate Insurer (each, a "Terminator") shall have the right to purchase by all of the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price the Trust Fund pursuant clause (the "Termination Price"i) equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by preceding paragraph no later than the Terminator, Determination Date in the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next month immediately preceding the date upon Distribution Date on which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)Certificates will be retired; provided, however, that in the event Terminator may elect to purchase all of the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is equal to or less than 10%, in the case of the Majority Class R Certificateholder, and 5% or less, in the case of the Certificate Insurer, of the Original Pool Balance and provided, further, that such purchase is evidenced by receipt of an Opinion of Counsel that such purchase (x) will be part of a "qualified liquidation" or other evidence as defined in Code Section 108 860F(a)(4)(A), (y) will not otherwise subject the Trust Fund to tax and (z) will not cause the Trust Fund to fail to qualify as a REMIC. If the Majority Class R Certificateholder fails to exercise such option on the Clean-up Call Date, the Class A-4 Pass-Through Rate will be increased from 6.960% per annum to 7.460% per annum for each Distribution Date after the Clean-up Call Date. Notice of any termination shall be at a price equal given promptly by the Trust Administrator by letter to Certificateholders and the greater of: Certificate Insurer mailed (a) in the event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 10th day and not later than the 15th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trust Administrator therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office. The Trust Administrator shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Terminator, the Terminator shall deliver to the Trust Administrator for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount designated in clause immediately available funds equal to the above described purchase price. Upon certification to the Trust Administrator by a Servicing Officer (Aa copy of which certification shall be delivered to the Certificate Insurer) above of the making of such final deposit, the Trust Administrator shall promptly release to the Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trust Administrator (and, if necessary, the Trustee) shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holder of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificate as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to 109 receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trust Administrator shall, directly or through an agent, contact the remaining non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trust Administrator by the Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets so held in trust for such Certificateholders. If in one year after the second notice any such Certificates shall not have been surrendered for cancellation, the Servicer shall pay to the Certificate Insurer any amount of such funds that were paid by the Certificate Insurer under the Policy but shall continue to hold any remaining funds for the benefit of the non-tendering Certificateholders, and such Certificateholders shall thereafter look solely to the Servicer for payment thereof, and all liability of the Certificate Insurer with respect to such trust funds shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 10.01. No such termination shall be permitted without the prior written consent of the Certificate Insurer if it would result in a draw under the Policy or in any outstanding Cumulative Insurance Payment or other amounts remaining due under the Insurance Agreement and (y) Agreement. Immediately following the amount designated deposit of funds in clause (B) abovetrust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the amount designated Servicer and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Fiscal Agent and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer or the Depositor of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be Trust Fund at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC Ithe Trust Fund, plus the appraised value of each REO Property, if any, included in REMIC Ithe Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator such Holder and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I the Trust Fund (as determined by the Terminator, Master Servicer or the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Depositor and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided, however, that in no event shall the event trust created hereby continue beyond the Majority Class CE Certificateholder is expiration of 21 years from the Terminator, and subject to Section 3.11 hereofdeath of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The Master Servicer shall have the right to purchase by all of the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates will be retired; provided, however, that the Master Servicer may elect to purchase all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to clause (i) above only if the aggregate Legal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund after taking into account all payments made in respect thereof through the last day of the month preceding such date is less than 5% of the aggregate Legal Balance of the Mortgage Loans at the Cut-off Date. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders mailed (a) in the greater of: event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Master Servicer not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the amount designated in clause (A) above Certificates from and any amounts due under after the Insurance Agreement Interest Accrual Period relating to the final Distribution Date therefor and (yiv) 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. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Master Servicer, the Master Servicer shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the above-described purchase price. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit the Trustee shall promptly release to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount designated otherwise distributable on such Distribution Date in clause (Baccordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trustee by the Master Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) abovefor final payment thereof in accordance with this Section 10.01. Immediately following the deposit of funds in trust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts amounts, other than those available under the Certificate Insurance Policies, held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund at a price equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in the Trust Fund, plus the appraised value of each REO Property, if any, included in the Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion and (B) the aggregate fair market value of all of the assets of the Trust Fund (as determined by the Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC Ithe Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the Stated Maturity Date and (b) 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; PROVIDED HOWEVER, in no event shall termination occur until all amounts have been paid to the Certificate Insurer. Subject The Holder of the Class R Certificate shall have the right, or if it chooses not to Section 3.11 hereofexercise such right, the Master Servicer shall have the right and if such parties do not exercise such right, the Certificate Insurer shall be entitled to such right (the party exercising such right, the "Terminator"), to purchase by all of the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall the Trust Fund pursuant to clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates will be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC Iretired; PROVIDED, plus the appraised value of each REO PropertyHOWEVER, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by that the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of may elect to purchase all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is equal to or less than 10% of the Cut-off Date Pool Principal Balance. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders and the greater of: Certificate Insurer mailed (a) in the event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the amount designated in clause (A) above Certificates from and any amounts due under after the Insurance Agreement Interest Accrual Period relating to the final Distribution Date therefor and (yiv) 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. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Terminator, the Terminator shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the above-described purchase price. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release to the Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount designated otherwise distributable on such Distribution Date in clause (Baccordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in trust for such Certificateholders. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning the surrender of their Certificates, and the cost thereof shall be paid out of the funds held in trust. If after a reasonable period of time, any such Certificates which have not been surrendered for cancellation continue to remain outstanding, the Trustee shall pay to the Depositor all amounts distributable to the Holders thereof, and the Depositor shall thereafter hold such amounts for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) abovefor final payment thereof in accordance with this Section 10.01. Immediately following the deposit of funds in trust hereunder in respect of the Certificates and payment of all amounts then owing to the Certificate Insurer, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the greater sum of (Ai) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion discretion, (ii) any amounts due and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (owing to the extent Swap Provider under the Certificate Insurer is not the Terminator) Swap Agreement and the Trustee, any previous swap provider as of the close of business on the third Business Day next preceding the termination date upon which notice of any such termination is furnished to Certificateholders pursuant (including a Swap Termination Payment owed to the third paragraph of this Section 10.01); provided, however, that Swap Provider in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: connection with such optional termination) plus (iiii) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be Trust Fund at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC Ithe Trust Fund, plus the appraised value of each REO Property, if any, included in REMIC Ithe Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I the Trust Fund (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)) (the "Termination Price") and (ii) the later of the final payment or other liquidation (or any advance with 110 respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided, however, that in no event shall the event 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. Subject to this Section 10.01, the Majority Class CE R Certificateholder is and the Certificate Insurer shall have the right (the "Terminator"), and subject to Section 3.11 hereof, purchase all of the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates will be retired; provided, however, that the Terminator may elect to purchase all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is equal to or less than 10%, in the case of the Majority Class R Certificateholder, and 5% or less, in the case of the Certificate Insurer, of the Original Pool Balance and provided, further, that such purchase is evidenced by receipt of an Opinion of Counsel that such purchase (x) will be part of a "qualified liquidation" or other evidence as defined in Code Section 860F(a)(4)(A), (y) will not otherwise subject the Trust Fund to tax and (z) will not cause the Trust Fund to fail to qualify as a REMIC. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders and the greater of: Certificate Insurer mailed (a) in the event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 10th day and not later than the 15th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Terminator, the Terminator shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount designated in clause immediately available funds equal to the above described purchase price. Upon certification to the Trustee by a Servicing Officer (Aa copy of which certification shall be delivered to the Certificate Insurer) above of the making of such final deposit, the Trustee shall promptly release to the Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holder of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificate as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trustee by the Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets so held in trust for such Certificateholders. If in one year after the second notice any such Certificates shall not have been surrendered for cancellation, the Servicer shall pay to the Certificate Insurer any amount of such funds that were paid by the Certificate Insurer under the Policy but shall continue to hold any remaining funds for the benefit of the non-tendering Certificateholders, and such Certificateholders shall thereafter look solely to the Servicer for payment thereof, and all liability of the Certificate Insurer with respect to such trust funds shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 10.01. No such termination shall be permitted without the prior written consent of the Certificate Insurer if it would result in a draw under the Policy or in any outstanding Cumulative Insurance Payment or other amounts remaining due under the Insurance Agreement and (y) Agreement. Immediately following the amount designated deposit of funds in clause (B) abovetrust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Ocwen and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of Ocwen to make remittances to the Servicers to provide for Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; providedPROVIDED, howeverHOWEVER, 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. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement related Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the ServicersInterim Servicer, the Servicer, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Applicable Servicer and the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Applicable Servicer to provide for make remittances to the Securities Administrator and of the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or and the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) the latest possible Maturity Date. Subject to Section 3.11 3.10 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (Ai) the aggregate Purchase Price Stated Principal Balance of all the Mortgage Loans included in REMIC I, plus and the appraised value of each any REO Property, if any, included in REMIC I, Properties (such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Terminator and and, to the Trustee extent that the Class A Certificates or a Class of Mezzanine Certificates will not receive all amounts owed to it as a result of the termination, the Trustee, in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (Bii) the aggregate fair market value of all of the assets of REMIC I Mortgage Loans and the REO Properties (as determined by the TerminatorTerminator and, the Certificate Insurer (to the extent that the Certificate Insurer is Class A Certificates or a Class of Mezzanine Certificates will not receive all amounts owed to it as a result of the Terminator) termination, the Trustee (it being understood and agreed that any determination by the TrusteeTrustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above)), as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to the related Certificateholders pursuant to Section 10.01(c), in each case plus accrued and unpaid interest thereon at the third paragraph weighted average of this Section 10.01the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances, any Swap Termination Payment payable to the Swap Counterparty then remaining unpaid or which is due to the exercise of such option, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts (the “Termination Price”); provided, however, that in such option may only be exercised if the event Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the Majority Class CE Certificateholder is principal balance of, each class of notes issued pursuant to the Terminator, and subject to Section 3.11 hereof, Indenture. If the purchase by determination of the Majority Class CE Certificateholder fair market value of all the Mortgage Loans and each REO Property remaining in REMIC I Properties shall be at a price equal required to be made by the greater of: (i) the amount designated in clause Terminator and an Independent appraiser as provided above, (A) above or (ii) such appraisal shall be obtained at no expense to the lesser of (x) the sum of the amount designated in clause (A) above Trustee and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) abovethe Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing the Swap Provider under the Insurance Swap Agreement as of the termination date, (iii) any amount necessary to prevent any further draw on the Policy plus any amounts in respect of unpaid Insurer Premiums and Reimbursement Amounts payable to the Insurer which remain unpaid plus (yiv) any amounts due the amount designated Servicers and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) any Swap Termination Payment payable to the lesser of (x) Swap Provider not due to a Swap Provider Trigger Event, which remains unpaid or which is due to the sum exercise of the amount designated in clause optional termination right by the Terminator plus (Aiii) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) above.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01), (ii) any amounts due and owing to the Swap Provider under the Swap Agreement and any previous swap provider as of the termination date (including a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the Servicer and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances; provided, however, that in such option may only be exercised if the event Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the Majority Class CE Certificateholder is the Terminatorprincipal balance of, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder each class of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal notes issued pursuant to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above Indenture and any remaining amounts due owed to the trustee under the Insurance Agreement Indenture and (y) the amount designated in clause (B) aboveNIMS Insurer on the date such notes are retired.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement as of the termination date plus (iii) any amounts due the Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the TrusteeSecurities Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement as of the termination date plus (iii) any amounts due the Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the amount designated Servicer and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (x) 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 hereofhereof and (y) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator (defined below) of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicers and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be Trust Fund at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC Ithe Trust Fund, plus the appraised value of each REO Property, if any, included in REMIC Ithe Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I the Trust Fund (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)) (the "Termination Price") and (ii) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided, however, that in no event shall the event trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of 105 the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. Subject to this Section 10.01, the Majority Class CE R Certificateholder is and the Certificate Insurer shall have the right (the "Terminator"), and subject to Section 3.11 hereof, purchase all of the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates will be retired; provided, however, that the Terminator may elect to purchase all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is equal to or less than 10%, in the case of the Majority Class R Certificateholder, and 5% or less, in the case of the Certificate Insurer, of the Original Pool Balance and provided, further, that such purchase is evidenced by receipt of an Opinion of Counsel that such purchase (x) will be part of a "qualified liquidation" or other evidence as defined in Code Section 860F(a)(4)(A), (y) will not otherwise subject the Trust Fund to tax and (z) will not cause the Trust Fund to fail to qualify as a REMIC. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders and the greater of: Certificate Insurer mailed (a) in the event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 10th day and not later than the 15th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Terminator, the Terminator shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount designated in clause immediately available funds equal to the above described purchase price. Upon certification to the Trustee by a Servicing Officer (Aa copy of which certification shall be delivered to the Certificate Insurer) above of the making of such final deposit, the Trustee shall promptly release to the Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holder of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificate as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trustee by the Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets so held in trust for such Certificateholders. If in one year after the second notice any such Certificates shall not have been surrendered for cancellation, the Servicer shall pay to the Certificate Insurer any amount of such funds that were paid by the Certificate Insurer under the Policy but shall continue to hold any remaining funds for the benefit of the non-tendering Certificateholders, and such Certificateholders shall thereafter look solely to the Servicer for payment thereof, and all liability of the Certificate Insurer with respect to such trust funds shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 10.01. No such termination shall be permitted without the prior written consent of the Certificate Insurer if it would result in a draw under the Policy or in any outstanding Cumulative Insurance Payment or other amounts remaining due under the Insurance Agreement and (y) Agreement. Immediately following the amount designated deposit of funds in clause (B) abovetrust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be Trust Fund at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC Ithe Trust Fund, plus the appraised value of each REO Property, if any, included in REMIC Ithe Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the such Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I the Trust Fund (as determined by the such Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided, however, that in no event shall the event trust created hereby continue beyond the Majority Class CE Certificateholder is expiration of 21 years from the Terminator, and subject to Section 3.11 hereofdeath of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the purchase by late ambassador of the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal United States to the greater of: (i) Court of St. Xxxxx, living on the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) abovedate hereof.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due the Servicer and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances plus (iii) any Premium Amounts and Reimbursement Amounts owed to the Certificate Insurer under this Agreement. If a termination pursuant to this Section 10.01(a) or Section 10.01(b) will result in a claim under the Certificate Insurance Agreement and (y) Policy or if any amount owed to the amount designated in clause (B) aboveCertificate Insurer will not be fully reimbursed after such termination, the consent of the Certificate Insurer shall be required prior to the Terminator exercising such option.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement as of the termination date, plus (iii) any amounts due the Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be Trust Fund at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC Ithe Trust Fund, plus the appraised value of each REO Property, if any, included in REMIC Ithe Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I the Trust Fund (as determined by such the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided, however, that in no event shall the event 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. The Majority Class R Certificateholder shall have the right and, to the extent the Majority Class CE R Certificateholder is the Terminator, and subject fails to Section 3.11 hereofexercise such right, the purchase by Certificate Insurer shall have the right and, to the extent neither the Majority Class CE R Certificateholder nor the Certificate Insurer exercises such right, the Master Servicer shall have the right (the party exercising such right, the "Terminator"), to purchase all of all the Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates will be retired; provided, however, that the Terminator may elect to purchase all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders and the greater of: Certificate Insurer mailed (a) in the event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Terminator, the Terminator shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount designated in clause immediately available funds equal to the above-described purchase price. Upon certification to the Trustee by a Servicing Officer (Aa copy of which certification shall be delivered to the Certificate Insurer) above of the making of such final deposit, the Trustee shall promptly release to the Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trustee by the Master Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts due distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 10.01. No such termination shall be permitted without the prior written consent of the Certificate Insurer if it would result in a draw under the Insurance Agreement and (y) Policy. Immediately following the amount designated deposit of funds in clause (B) abovetrust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Ocwen and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of Ocwen to make remittances to the Servicers to provide for Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; providedPROVIDED, howeverHOWEVER, 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. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Terminator and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i9.01) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement related Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) amounts due and owing to the lesser of (x) Swap Provider under the sum Swap Agreement as of the amount designated in clause termination date plus (Aii) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Class A Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the amount designated Servicer and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01), (ii) any amounts due and owing to the Swap Provider under the Swap Agreement and any previous swap provider as of the termination date (including a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances; provided, however, that in such option may only be exercised if the event Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the Majority Class CE Certificateholder is the Terminatorprincipal balance of, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder each class of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal notes issued pursuant to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above Indenture and any remaining amounts due owed to the trustee under the Insurance Agreement Indenture and (y) the amount designated in clause (B) aboveNIMS Insurer on the date such notes are retired .

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the amount designated Servicer and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination), plus (iii) any amounts due the amount designated Servicer and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Master Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in the REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; 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. Subject to Section 3.11 hereof, the purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I the Trust Fund (as determined by such the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the event trust created hereby continue beyond the Majority Class CE Certificateholder is expiration of 21 years from the Terminator, and subject to Section 3.11 hereofdeath of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the purchase by late ambassador of the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal United States to the greater of: (i) Court of St. Xxxxx, living on the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement and (y) the amount designated in clause (B) abovedate hereof.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the amount designated Servicers and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator (defined below) of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the TrusteeMaster Servicer, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) any Swap Termination Payment payable to the lesser of (x) Swap Provider not due to a Swap Provider Trigger Event, which remains unpaid or which is due to the sum exercise of the amount designated in clause optional termination right by the Terminator plus (Aiii) above and any amounts due under the Insurance Agreement Servicers and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) any Swap Termination Payment payable to the lesser of (x) Swap Provider not due to a Swap Provider Trigger Event, which remains unpaid or which is due to the sum exercise of the amount designated in clause optional termination right by the Master Servicer plus (Aiii) above and any amounts due under the Insurance Agreement Servicers and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the Certificate Insurer and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Final Maturity Date. Subject to Section 3.11 hereof, the The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer Terminator (to the extent the Certificate Insurer is not the Terminatordefined below) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Swap Agreement and any previous swap provider as of the termination date (including a Swap Termination Payment owed to the Swap Provider in connection with such optional termination), (iii) any amounts due and owing to the Certificate Insurer under the Insurance Policy, the Insurance Agreement and this Agreement plus (yiv) any amounts due the amount designated Servicers and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; providedPROVIDED, howeverHOWEVER, 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. Subject to Section 3.11 hereof, the The purchase by the Terminator Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and plus any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 (b) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator (defined below) of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the TrusteeMaster Servicer, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicers and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, Servicer and the Trustee and the Trust Administrator (other than the obligations of the Servicers Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicers Servicer to provide for and the Trust Administrator Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund at a price equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in the Trust Fund, plus the appraised value of each REO Property, if any, included in the Trust Fund, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of the Trust Fund (as determined by the Terminator, the Certificate Insurer (to the 109 extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) (the "Termination Price") and (ii) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC Ithe Trust Fund; 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. Subject to this Section 3.11 hereof10.01, the Majority Class R Certificateholder and the Certificate Insurer shall have the right (the "Terminator"), to purchase by all of the Terminator of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price the Trust Fund pursuant clause (the "Termination Price"i) equal to the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by preceding paragraph no later than the Terminator, Determination Date in the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) and the Trustee, as of the close of business on the third Business Day next month immediately preceding the date upon Distribution Date on which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01)Certificates will be retired; provided, however, that in the event Terminator may elect to purchase all of the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I the Trust Fund pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is equal to or less than 10%, in the case of the Majority Class R Certificateholder, and 5% or less, in the case of the Certificate Insurer, of the Original Pool Balance and provided, further, that such purchase is evidenced by receipt of an Opinion of Counsel that such purchase (x) will be part of a "qualified liquidation" or other evidence as defined in Code Section 860F(a)(4)(A), (y) will not otherwise subject the Trust Fund to tax and (z) will not cause the Trust Fund to fail to qualify as a REMIC. Notice of any termination shall be at a price equal given promptly by the Trustee by letter to Certificateholders and the greater of: Certificate Insurer mailed (a) in the event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 15th day and not later than the 20th day of the month next preceding the month of the final distribution on the Certificates 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 amount designated in clause (A) above or Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the lesser amount of any such final payment, (xiii) the sum that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund by the Terminator, the Terminator shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day of the month next preceding 110 the month of the final distribution on the Certificates an amount designated in clause immediately available funds equal to the above described purchase price. Upon certification to the Trustee by a Servicing Officer (Aa copy of which certification shall be delivered to the Certificate Insurer) above of the making of such final deposit, the Trustee shall promptly release to the Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holder of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificate as to which notice has been given pursuant to this Section 10.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, contact the remaining non-tendering Certificateholders concerning surrender of their Certificates in the manner reasonably specified to the Trustee by the Servicer in writing. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets so held in trust for such Certificateholders. If in one year after the second notice any such Certificates shall not have been surrendered for cancellation, the Servicer shall pay to the Certificate Insurer any amount of such funds that were paid by the Certificate Insurer under the Policy but shall continue to hold any remaining funds for the benefit of the non-tendering Certificateholders, and such Certificateholders shall thereafter look solely to the Servicer for payment thereof, and all liability of the Certificate Insurer with respect to such trust funds shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 10.01. No such termination shall be permitted without the prior written consent of the Certificate Insurer if it would result in a draw under the Policy or in any outstanding Cumulative Insurance Payment or other amounts remaining due under the Insurance Agreement and (y) Agreement. Immediately following the amount designated deposit of funds in clause (B) abovetrust hereunder in respect of the Certificates, the Trust Fund shall terminate.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.0210.02 of this Agreement, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicers and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 of this Agreement and of the Servicers to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II Regular Interests, REMIC III Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due and owing to the Swap Provider under the Insurance Swap Agreement and any previous swap provider as of the termination date (yincluding a Swap Termination Payment owed to the Swap Provider in connection with such optional termination) plus (iii) any amounts due the amount designated Servicer and the Master Servicer in clause (B) aboverespect of unpaid Servicing Fees and outstanding P&I Advances and Servicing Advances.

Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicers, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Trust Administrator Trustee (other than the obligations of the Servicers Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 9.05 and of the Servicers Servicer to provide for make remittances to the Securities Administrator and the Trust Securities Administrator to make payments in respect of the REMIC I Regular Interests, the REMIC II I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) 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 hereofhereof and (ii) the Last Scheduled Distribution Date. Subject to Section 3.11 hereof, the The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion) and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent the Certificate Insurer is not the Terminator) Master Servicer and the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01); provided, however, that in the event the Majority Class CE Certificateholder is the Terminator, and subject to Section 3.11 hereof, the purchase by the Majority Class CE Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price equal to the greater of: (i) the amount designated in clause (A) above or plus (ii) the lesser of (x) the sum of the amount designated in clause (A) above and any amounts due under the Insurance Agreement Servicer and (y) the amount designated Master Servicer in clause (B) aboverespect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I Advances and Servicing Advances.