Common use of Termination Upon Loss of REMIC Status Clause in Contracts

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, (i) the Majority Certificateholders may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a price equal to the Termination Price for the REMIC II. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Class R Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a purchase price equal to the Termination Price for REMIC II.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appealappeal or, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of any REMIC I or REMIC II in the Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A and Class B Certificates then Outstanding may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), as reasonably determined by the Servicer based upon at least three market quotes (or such fewer number of quotes as are reasonably obtainable), (y) one month's interest on such amount computed at the Termination Price for Date Pass-Through Rate and (z) the REMIC IIaggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders R-I Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest Interests of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Termination Price Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding sentence, then upon the expiration of the Purchase Option Period in the event that the Certificate Insurer or the Owners of the Class A and Class B Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A and Class B Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of the REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of the Trust REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders in Voting Interest may direct the Trustee and the Co-Trustee on behalf of the Trust REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4860F(a)(4)(B)(i) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust Fund all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Class R Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then them remaining in REMIC II the Trust Fund at a purchase price equal to the Termination Price for REMIC IIPrice. Any such purchase shall be accomplished in the manner set forth in Section 11.01.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of the Lower-Tier REMIC I or the Upper-Tier REMIC II Estate does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, (i) Determination the Majority Certificateholders Owners of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a price equal to the Termination Price for the REMIC II. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the The Trustee shall notify the Servicers and the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If the Owners of a majority of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period the Trustee shall sell the Mortgage Loans and reimburse the Servicer for REMIC IIunreimbursed (including nonrecoverable) Delinquency Advances, Servicing Advances and Servicing Fees and distribute the remaining proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of the Trust REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders in Voting Interest may direct the Trustee and the Co-Trustee on behalf of the Trust REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4860F(a)(4)(B)(i) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust Fund all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Class R Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a purchase price equal to the Termination Price for REMIC IIPrice. Any such purchase shall be accomplished in the manner set forth in Section 11.01.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, (i) the Majority Certificateholders may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a price equal to the Termination Price for the REMIC II. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Class R Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a purchase price equal to the Termination Price for REMIC II.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of the REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home 119 Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, (i) the Majority Certificateholders may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a price equal to the Termination Price for the REMIC II). Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate InsurerCertificateholders, the Trustee shall notify the Class R Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II all Mortgage Home Improvement Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Improvement Loan then remaining in REMIC II at a purchase price equal to the Termination Price for REMIC II.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. 110 Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and al property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to 109 purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of the REMIC I or REMIC II Trust Fund does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, (i) the Majority Certificateholders may direct the Trustee and the Co-Co- Trustee on behalf of the REMIC I and REMIC II Trust Fund to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the REMIC II Trust Fund all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the REMIC II Trust Fund at a price equal to the Termination Price for the REMIC IITrust Fund. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Class R Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the REMIC II Trust Fund all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the REMIC II Trust Fund at a purchase price equal to the Termination Price for the REMIC IITrust Fund.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final 112 Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and al property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08(d)), which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of Trust REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final DeterminationFINAL DETERMINATION"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders in Voting Interest may direct the Trustee and the Co-Trustee on behalf of each Trust REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4860F(a)(4)(B)(i) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust Fund all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Class R LR Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination NoticeTERMINATION NOTICE"). The Holders of a majority of the Percentage Interest of the Class R LR Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option PeriodPURCHASE OPTION PERIOD"), at their option, purchase from REMIC II the Trust all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a purchase price equal to the Termination Price for REMIC IIPrice. Any such purchase shall be accomplished in the manner set forth in SECTION 11.01.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the 116 distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of each REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee Trustee, in writing, on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the written direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a)Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of the Trust REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders in Voting Interest may direct the Trustee and the Co-Trustee on behalf of the Trust REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4860F(a)(4)(B)(i) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust Fund all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Class R Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a purchase price equal to the Termination Price for REMIC IIPrice. Any such purchase shall be accomplished in the manner set forth in Section 11.01.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of any Trust REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final DeterminationFINAL DETERMINATION"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders in Voting Interest may direct the Trustee and the Co-Trustee on behalf of each Trust REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4860F(a)(4)(B)(i) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust Fund all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Class R R-I Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination NoticeTERMINATION NOTICE"). The Holders of a majority of the Percentage Interest of the Class R R-I Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option PeriodPURCHASE OPTION PERIOD"), at their option, purchase from REMIC II the Trust all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II the Trust Fund at a purchase price equal to the Termination Price for REMIC IIPrice. Any such purchase shall be accomplished in the manner set forth in SECTION 11.01.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class X-IO and Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class X-IO and Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class X-IO and Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, (i) the Majority Certificateholders may direct the Trustee and the Co-Trustee Trustees on behalf of REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4) of the Code) and (ii) the Certificate Insurer may notify the Trustee Co-Trustees of the Certificate Insurer's determination to purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a price equal to the Termination Price for the REMIC II. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee Co-Trustees shall notify the Class R Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a purchase price equal to the Termination Price for REMIC II.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, or by a court of competent jurisdiction, in either case, from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, (i) the Majority Certificateholders may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II to adopt a "plan of complete liquidation" (within the meaning of Section 860F(a)(4) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a price equal to the Termination Price for the REMIC II). Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate InsurerCertificateholders, the Trustee shall notify the Class R R-2 Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders of a majority of the Percentage Interest of the Class R R-2 Certificates then outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in REMIC II at a purchase price equal to the Termination Price for REMIC II.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service, Service or by a court of competent jurisdiction, in either case, case from which no appeal is taken within the permitted time for such appeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either of REMIC I or REMIC II created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination, Determination (i) the Majority Certificateholders Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee and the Co-Trustee on behalf of REMIC I and REMIC II the Trust to adopt a "plan of complete liquidation" (within the meaning of , as contemplated by Section 860F(a)(4) of the Code) Code and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a price equal to the Termination Price for the REMIC IIPrice. Upon receipt of such direction by the Majority Certificateholders or of such notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificateholders Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Holders Owners of a majority of the Percentage Interest of the Class R Certificates then outstanding Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from REMIC II the Trust all Mortgage (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Home Equity Loan then remaining in REMIC II the Trust Estate at a purchase price equal to the Termination Price Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option Period and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for REMIC IIdeposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08(d)), which deposit shall be deemed to have occurred immediately preceding such purchase.