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

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee and the Delaware Trustee (other than the obligations of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller, the Depositor and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute respect to all Certificates upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property then remaining in REMIC 1 the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (iiy) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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, who are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.0110.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any additional Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts necessary to pay all interest accrued onotherwise distributable on the final Distribution Date in the following order of priority: first, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS InsurerHolders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case, case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with interest thereon at the applicable rate set forth purchase by the Servicer of the assets in the Indenture and Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the extent Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall not previously reimbursed surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by the Master Servicer at a price equal to occur the sum of (i) 100% of the purchase by the Terminator Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 and (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. The Master Servicer may not exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Seller, howeverupon notice of Master Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, living xiving on the date hereof. The right of the Master Xxxxxcer to purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on being less than 1% of the Stated aggregate Cut-off Date Principal Balance of each such the Mortgage Loan at Loans. In addition, the applicable Net Mortgage Rate in effect from time to time from right of the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and is conditioned on the REO Properties at the request sum of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of clause (Aa)(i) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (Bii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply to any purchase by the Master Servicer if, at the time of purchase, the Master Servicer is no longer subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full 10.01. If such right is exercised by the principal balance ofMaster Servicer, the NIM Notes and any amounts necessary to reimburse Trustee shall, promptly following payment of the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable purchase price, release to the NIMS InsurerMaster Servicer or its respective designees, the Mortgage Files pertaining to such Mortgage Loans being purchased. The Master Servicer's right, title and interest in each case, with interest thereon at the applicable rate set forth in the Indenture and to such purchased Mortgage Loans and the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee related Mortgage Files shall be subject to the Swap Counterparty servicing rights of the Servicers pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidrelated Servicing Agreements.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by the Master Servicer at a price equal to occur the sum of (i) 100% of the purchase by the Terminator Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 and (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. The Master Servicer may not exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, howeverupon notice of Master Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust 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 right of the Master Servicer to purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on being less than 1% of the Stated aggregate Cut-off Date Principal Balance of each such the Mortgage Loan at Loans. In addition, the applicable Net Mortgage Rate in effect from time to time from right of the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and is conditioned on the REO Properties at the request sum of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of clause (Aa)(i) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (Bii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply to any purchase by the Master Servicer if, at the time of purchase, the Master Servicer is no longer subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full 10.01. If such right is exercised by the principal balance ofMaster Servicer, the NIM Notes and any amounts necessary to reimburse Trustee shall, promptly following receipt by the NIMS Insurer for all amounts paid under Trustee of written confirmation from the NIMs insurance policy and any other amounts reimbursable or otherwise payable Securities Administrator of payment of the purchase price, release to the NIMS InsurerMaster Servicer or its respective designees, the Mortgage Files pertaining to such Mortgage Loans being purchased. The Master Servicer's right, title and interest in each case, with interest thereon at the applicable rate set forth in the Indenture and to such purchased Mortgage Loans and the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee related Mortgage Files shall be subject to the Swap Counterparty servicing rights of the Servicers pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidrelated Servicing Agreements.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute respect to all Certificates upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property then remaining in REMIC 1 the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (iiy) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the "Termination Price") or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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, who are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.0110.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any additional Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts necessary to pay all interest accrued onotherwise distributable on the final Distribution Date in the following order of priority: first, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS InsurerHolders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case, case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with interest thereon at the applicable rate set forth purchase by the Servicer of the assets in the Indenture and Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the extent Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall not previously reimbursed surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee and the Delaware Trustee (other than the obligations of the Servicer to the Trustee and the Delaware Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing Holder of a majority of the Mortgage Loans and Percentage Interest in the REO Properties at the request of and on behalf of an unaffiliated third party Class C Certificates or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.05(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.06(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the later of (I) the purchase by the Terminator (as defined below) Master Servicer of all of the Group 1 Mortgage Loans and each all related REO Property remaining in REMIC the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Group 1 Mortgage Loan (other than any Group 1 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Group 1 Mortgage Loan (including any Group 1 Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Group 1 Mortgage Loan and (II) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the Group T2 Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer of the Mortgage Loans) of all of the Group T2 Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Group T2 Mortgage Loan (other than any Group T2 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Group T2 Mortgage Loan (including any Group T2 Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Group T2 Mortgage Loan or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. No party may exercise its purchase option for the Group 1 Mortgage Loans or the Group T2 Mortgage Loans, howeveras the case may be, that until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon notice of a party's intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxxs, living on the date hereof. The right of the Master Servixxx to exercise its purchase by option with respect to the Terminator of all Group 1 Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price is conditioned upon (the “Termination Price”A) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Group 1 Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 1% of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price unpaid principal balance of all the Group 1 Mortgage Loans included in REMIC 1, plus as of the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(I) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Group 1 Mortgage Loans (other than any Group 1 Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Group 1 Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Group 1 Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. The right of a party to exercise its purchase option with respect to the Group T2 Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the Group T2 Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the Group T2 Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 9.01)10.01 being less than or equal to the aggregate fair market value of the Group T2 Mortgage Loans (other than any Group T2 Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, and however, that this clause (B) shall not apply to any additional amounts necessary to pay all interest accrued onpurchase by the Master Servicer if, as well as amounts necessary to pay in full at the principal balance oftime of the purchase, the NIM Notes Master Servicer is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Master Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any amounts necessary such termination is furnished to reimburse Certificateholders pursuant to this Article X. If such right is exercised, the NIMS Insurer for all amounts paid under Trustee (or Custodian on the NIMs insurance policy and any other amounts reimbursable or otherwise payable Trustee's behalf) shall, promptly following payment of the purchase price, release to the NIMS Insurerparty exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Group T2 Mortgage Loans in each case, with interest thereon at the applicable rate set forth in the Indenture and to such purchased Group T2 Mortgage Loans and the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee related Mortgage Files shall be subject to the Swap Counterparty servicing rights of the Servicers pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidrelated Servicing Agreements.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee and the Delaware Trustee (other than the obligations of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing Holder of a majority of the Mortgage Loans and Percentage Interest in the REO Properties at the request of and on behalf of an unaffiliated third party Class C Certificates or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap 176 Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Master Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Guarantor and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests Interests, REMIC 4 Regular Interests, and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the latest of (A) the payment in full of all amounts owing to the Guarantor hereunder unless the Guarantor shall otherwise consent and (B) payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. XxxxxxxJoseph P. Kennedy, the late ambassador of the United ambassxxxx xx xxx Xxxxxd States to the Court of St. XxxxxJames, living on the date hereof. The purchase Xxx xurchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and in the case of both clauses (b)(A) and (b)(B) of this sentence, any unpaid Guarantor Reimbursement Amount, and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.029.03, the Trust and the respective obligations and responsibilities under this Agreement of the DepositorCompany, the Servicer, Master Servicer and the Trustee and the Delaware Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of to Certificateholders and to the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Certificate Insurer as hereinafter hereafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and to the deposit Certificate Insurer of all amounts held by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the Terminator (as defined below) Countrywide or its designee of all Mortgage Loans and each REO Property in respect thereof remaining in REMIC 1 the Trust Fund at a price equal to (a) 100% of the unpaid principal balance of each Mortgage Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in which the proceeds of such repurchase are to be distributed, plus (b) the appraised value of any REO Property (but not more than the unpaid principal balance of the related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less the good faith estimate of Countrywide of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by Countrywide and the Trustee at the expense of the Master Servicer and (c) the Reimbursement Amount due to the Certificate Insurer, and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property remaining in REMIC 1respect thereof); providedPROVIDED, howeverHOWEVER, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in January 2032 and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The , and PROVIDED FURTHER, that the purchase price set forth above shall be increased as is necessary, as determined by the Terminator Countrywide, to avoid disqualification of all Mortgage Loans and each REO Property remaining in any of REMIC 1 or REMIC 2 as a REMIC. In the case of any repurchase by Countrywide pursuant to clause (i), the Master Servicer shall be at a price (exercise reasonable efforts to cooperate fully with the “Termination Price”) equal to (a) if Trustee in effecting such repurchase and the Terminator is the Servicer purchasing transfer of the Mortgage Loans and related Mortgage Files and related records to Countrywide. The right of Countrywide or its designee to repurchase all Mortgage Loans pursuant to (i) above shall be conditioned upon the REO Properties on its own behalf, 100aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 10% of the sum of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate Cut-off Date. If such right is exercised, Countrywide, upon such repurchase, shall provide to the Trustee notice of such exercise prior to the Determination Date in effect from time the month preceding the month of purchase and the certification required by Section 3.16. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to time from the Due Date as to which interest was last paid Trustee for payment of the final distribution and cancellation, shall be given promptly by the related Mortgagor or Trustee by an advance by letter to the Servicer Certificateholders mailed (a) in the event such notice is given in connection with Countrywide's election to but repurchase, not including earlier than the first 15th day and not later than the 25th day of the month in which next preceding the month of such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and final distribution or (b) if otherwise during the Terminator is month of such final distribution on or before the Servicer purchasing Determination Date in such month, in each case specifying (i) the Mortgage Loans Distribution Date upon which final payment of the Certificates will be made upon presentation and the REO Properties surrender of Certificates at the request office of and on behalf of an unaffiliated third party or is the NIMS InsurerTrustee therein designated, the greater of (Aii) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, as of the close of business on the third Business Day next preceding the date upon which notice amount of any such termination final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is furnished not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Countrywide or its designee's election to Certificateholders pursuant repurchase, the Countrywide or its designee shall deliver to the third paragraph Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of this Section 9.01), its own funds. Upon presentation and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full surrender of the principal balance ofCertificates by the Certificateholders, the NIM Notes and any amounts necessary to reimburse Trustee shall first, pay itself the NIMS Insurer Trustee's Fees for all amounts paid under the NIMs insurance policy such Distribution Date and any other amounts reimbursable or otherwise payable owing to the NIMS InsurerTrustee under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Countrywide's election to repurchase, or (ii) if the Countrywide elected to so repurchase, an amount determined as follows: with respect to each caseRegular Certificate (other than the Class A-IO Certificates and the Class A-4 Certificates), the outstanding Certificate Principal Balance thereof, plus with respect to each Regular Certificate (other than the Class A-PO Certificates), one month's interest thereon at the applicable rate Pass-Through Rate; and with respect to the Class R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in the Indenture and Section 4.01. Upon certification to the extent Trustee by a Servicing Officer, following such final deposit, the Trustee shall promptly release the Mortgage Files as directed by Countrywide for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by Countrywide as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not previously reimbursed or paid surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and any amounts payable receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Supplemental Interest Trust Trustee Company in writing, or appoint an agent to take reasonable steps, to contact the Swap Counterparty pursuant remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.all unclaimed funds and other assets which remain subject hereto. 112

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; provided, however, that in no event shall the 168 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 purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forthSections 5.04(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the later of the purchase by the Terminator NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (as defined belowor if (i) such Holder fails to purchase on the Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer) of all of the Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (x) below), (x) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired), (y) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan and (iiz) and any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. No party may exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, howeverupon notice of a party's intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxxs, living on the date hereof. The right of a party to exercixx xts purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal option with respect to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon (A) the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 10% of the month in which such purchase is to be effected, plus the appraised value aggregate unpaid principal balance of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and as of the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) in the case of the Master Servicer, the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third paragraph Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Mortgage Loans in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any purchase option pursuant to this Section 9.01)10.01 and notice of any termination of the Trust, specifying the Final Distribution Date upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any additional amounts such final payment and (3) 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 or agency of the Securities Administrator therein specified. Upon the exercise of its purchase option, the applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Certificate Account on such Final Distribution Date equal to the purchase price for the related assets of the Trust Estate computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the NIM Notes and any amounts necessary Securities Administrator shall cause to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable be distributed to the NIMS InsurerCertificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof on the Indenture Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand with respect to the extent related REMICs (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier Interests as provided in Section 5.02. If the Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in final distribution to such Certificateholders to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one (1) year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the ServicerMaster Servicers, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by each Call Right Holder at a price equal to occur the sum of (i) 100% of the purchase by the Terminator Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 and (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate or the disposition of all REO Property. The WF Master Servicer, howeveras a Call Right Holder, that may not exercise its purchase option for the WF Group 4 Call Right Mortgage Loans until all WF Master Serviced Loan Reimbursement Amounts for the WF Group 4 Call Right Mortgage Loans have been paid. The WMMSC Master Servicer, as a Call Right Holder, may not exercise its purchase option for the WMMSC Group 4 Call Right Mortgage Loans until all WMMSC Master Serviced Loan Reimbursement Amounts for the WMMSC Group 4 Call Right Mortgage Loans have been paid. The WMMSC Master Servicer, as a Call Right Holder, may not exercise its purchase option for the Group 1 Mortgage Loans until all WMMSC Master Serviced Loan Reimbursement Amounts for the Group 1 Mortgage Loans have been paid. The WF Master Servicer, as a Call Right Holder, may not exercise its purchase option for the Group 2, Group 3 and Group 5 Mortgage Loans until all WF Master Serviced Loan Reimbursement Amounts for the Group 2, Group 3 and Group 5 Mortgage Loans have been paid. The Securities Administrator shall notify the Representing Party (if such party is unaffiliated with the WMMSC Master Servicer), upon notice of the WMMSC Master Servicer's intent to exercise its purchase option of either the WMMSC Group 4 Call Right Mortgage Loans or the Group 1 Mortgage Loans, of any WMMSC Master Serviced Loan Reimbursement Amounts outstanding on the applicable Mortgage Loans and the Representing Party shall remit to the Securities Administrator for deposit to the Certificate Account any unpaid WMMSC Master Serviced Loan Reimbursement Amounts for the applicable Mortgage Loans not later than the Business Day preceding the next succeeding Distribution Date. The Securities Administrator shall notify the Seller, upon notice of WF Master Servicer's intent to exercise its purchase option or the WF Group 1 Call Right Mortgage Loans or Group 2, Group 3 and Group 5 Mortgage Loans, of any WF Master Serviced Loan Reimbursement Amount outstanding. Regardless of the foregoing, in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, living xiving on the date hereof. The right of the WF Mastxx Xxrvicer, as a Call Right Holder, to purchase by the Terminator of all WF Group 4 Call Right Mortgage Loans or Group 2, Group 3 and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Group 5 Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon the aggregate Stated Principal Balance of all the WF Group 4 Call Right Mortgage Loans included in REMIC 1 and accrued interest on or the aggregate Stated Principal Balance of each the Group 2, Group 3 and Group 5 Mortgage Loans, as applicable, being less than 1% of the aggregate Cut-off Date Stated Principal Balance of such Mortgage Loan at Loans subject to the related purchase option. The right of the WMMSC Master Servicer, as a Call Right Holder, to purchase the WMMSC Group 4 Call Right Mortgage Loans or the Group 1 Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the WMMSC Group 4 Call Right Mortgage Loans or the Group 1 Mortgage Loans, as applicable, being less than 1% of the aggregate Cut-off Date Stated Principal Balance of such Mortgage Loans subject to the related purchase option. In addition, the right of any Call Right Holder to purchase the applicable Net Mortgage Rate in effect from time to time from Loans is conditioned on the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including sum of clause (a)(i) and (ii) of the first day paragraph of the month in which such purchase is this Section 10.01 being less than or equal to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply to any purchase by a Call Right Holder if, at the time of purchase, such Call Right Holder is no longer subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Call Right Holder exercising its purchase right as of the close of business on the third Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01), and any additional amounts necessary to pay all interest accrued onArticle X. If such right is exercised by the WF Master Servicer or the WMMSC Master Servicer, as well as amounts necessary to pay in full the principal balance ofapplicable, the NIM Notes and any amounts necessary to reimburse Securities Administrator shall, promptly following payment of the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable purchase price, release to the NIMS InsurerWF Master Servicer or the WMMSC Master Servicer, in each caseas applicable, with interest thereon at or their respective designees, the applicable rate set forth in the Indenture and Mortgage Files pertaining to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidMortgage Loans being purchased.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Guarantor, the Trust Administrator and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Trust Administrator to make payments in respect of the REMIC 1 0A Regular Interests, REMIC 0B Regular Interests, REMIC 1A Regular Interests, REMIC 1B Regular Interests, REMIC 2 Regular Interests, REMIC 3 Uncertificated Regular Interests Interests, and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the later of (A) the payment in full of all amounts owing to the Guarantor hereunder unless the Guarantor shall otherwise consent and (B) payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 0A and REMIC 0B 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 10A or REMIC 0B; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 0A and REMIC 0B shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 10A and REMIC 0B, plus the appraised value of each REO Property, if any, included in REMIC 10A and REMIC 0B, such appraisal to be conducted by an appraiser selected mutually agreed upon by the Terminator and the Trustee in its their reasonable discretion, any unpaid Guarantor Reimbursement Amount and unpaid Guaranty Fee and (B) the aggregate fair market value of all of the assets of REMIC 1 0A and REMIC 0B (as determined by the TerminatorTerminator 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 9.01)) plus any unpaid Guarantor Reimbursement Amount and unpaid Guaranty Fee, and in the case of both clauses (A) and (B) of this sentence, any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Insured Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Master Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Master Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, Servicer and the Trustee and the Delaware Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the purchase by the Terminator (as defined below) of all the Mortgage Loans and each all REO Property remaining in REMIC 1 and relating thereto by an Auction Winner or (iib) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; provided, however, that in no event shall the trust created hereby continue beyond Trust Estate and 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 purchase by the Terminator disposition of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties Property. On any Distribution Date on its own behalf, 100% of which the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 is less than 10% of the aggregate unpaid principal balance of the related Mortgage Loans as of the Cut-off Date (the "Auction Date"), the Trustee will initiate an auction process (the "Termination Auction") to sell such Mortgage Loans and the related REO Property. The Trustee may not sell such Mortgage Loans and related REO Property unless the proceeds of the sale, after deduction of the expenses of the sale (including expenses for previously attempted but unsuccessful Termination Auctions) and all unreimbursed fees and advances (the "Minimum Bid Price"), is at least equal to the sum of the aggregate unpaid principal balance plus accrued interest on the Stated Principal Balance of for each such Mortgage Loan at the applicable Net related Mortgage Interest Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion proceeds are distributed and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 related REO Property (as determined by the Terminator, 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 sixth paragraph of this Section 9.01Article X), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Servicers, the Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (a) the later of (i) the purchase of all of the Mortgage Loans in the CB Crossed Loan Groups and all REO Property relating thereto by the Terminator Master Servicer at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan in the CB Crossed Loan Groups (other than any Mortgage Loan in the CB Crossed Loan Groups as defined below) of all Mortgage Loans and each to which REO Property remaining has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan in REMIC 1 the CB Crossed Loan Groups (including any Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan in the CB Crossed Loan Groups and (ii) the purchase of all of the Mortgage Loans in the DB Crossed Loan Groups and all REO Property relating thereto by the Master Servicer at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan in the DB Crossed Loan Groups (other than any Mortgage Loan in the DB Crossed Loan Groups as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan in the DB Crossed Loan Groups (including any Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan in the DB Crossed Loan Groups or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. Regardless of the foregoing, however, that in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, living xiving on the date hereof. The right of the Master Xxxxxcer to purchase by the Terminator of all CB Crossed Loan Group Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the or DB Crossed Loan Group Mortgage Loans and is conditioned upon (A) (i) the REO Properties on its own behalf, 100aggregate of the Pool Stated Principal Balances of the CB Crossed Loan Groups or (ii) the aggregate of the Pool Stated Principal Balances for DB Crossed Loan Groups being less than 10% of the aggregate Stated Principal Balance unpaid principal balance of all the related Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase prices calculated pursuant to clauses (a)(i) or (ii) of the second preceding paragraph being less than or equal to the aggregate fair market value of all the related Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Terminator, Master 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 fourth paragraph of this Section 9.01)Article X. If such right is exercised, the Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of any additional amounts termination of a Loan Group or Loan Groups, specifying the applicable date upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the applicable Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date upon which final payment of the applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Distribution Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Distribution Account on the applicable Final Distribution Date equal to the purchase price for the related assets of the Trust computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Not less than five (5) Business Days prior to the applicable Final Distribution Date, the NIM Notes and Securities Administrator shall notify the Master Servicer of the amount of any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable unpaid Reimbursement Amount owed to the NIMS InsurerTrust related to the applicable Mortgage Loans and the Master Servicer shall deposit such amount in the Distribution Account not later than the Business Day preceding the Final Distribution Date. Upon presentation and surrender of the applicable Certificates, the Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof on the Indenture applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the extent Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests as provided in Section 5.02. If the applicable Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, Servicers and the Trustee and the Delaware Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee pursuant to Section 8.05 Sections 5.06(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.07(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (a) the later of (i) the purchase of all of the Mortgage Loans in the Shifting Interest Loan Groups and all REO Property relating thereto by the Terminator an Auction Winner (as defined below) and (ii) the purchase of all the Group 3 Mortgage Loans and each all REO Property remaining in REMIC 1 and relating thereto by an Auction Winner or (iib) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; provided, however, that in no event shall the trust created hereby continue beyond Trust Estate and the expiration disposition of 21 years from all REO Property. On any Distribution Date on which either of (i) the death aggregate of the last survivor Pool Stated Principal Balances 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 purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price Shifting Interest Loan Groups or (the “Termination Price”ii) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance for Loan Group 3 is less than 10% of all the aggregate unpaid principal balance of the related Mortgage Loans included as of the Cut-off Date (each, a "Termination Date"), the Trustee will initiate an auction process (the "Termination Auction") to sell such Mortgage Loans and the related REO Property of such Loan Group or Loan Groups. The Trustee may not sell such Mortgage Loans and related REO Property unless the proceeds of the sale, after deduction of the expenses of the sale (including expenses for previously attempted but unsuccessful Termination Auctions) and all unreimbursed fees and advances (the "Minimum Bid Price"), is at least equal to (i) the aggregate outstanding Class Certificate Balance of the related Certificates, plus all accrued and unpaid interest thereon to the Distribution Date following the date of the sale, in REMIC 1 and the case of the Shifting Interest Loan Groups or (ii) the sum of the aggregate unpaid principal balance plus accrued interest on the Stated Principal Balance of for each such Group 3 Mortgage Loan at the applicable Net related Mortgage Interest Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion proceeds are distributed and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 related REO Property (as determined by the Terminator, Servicers of the related Mortgage Loans) 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 sixth paragraph of this Section 9.01Article X), in the case of Loan Group 3. A Termination Auction may not occur until all Reimbursement Amounts for the Mortgage Loans subject to such Termination Auction have been paid. The Trustee shall determine if any Reimbursement Amount is outstanding in the event a Termination Auction occurs and any additional amounts necessary shall take such action as is required to pay all interest accrued oncause the applicable Servicer or the Seller to remit such Reimbursement Amount to the Trustee for deposit into the Distribution Account prior to the Distribution Date following the date of sale. Regardless of the foregoing, as well as amounts necessary to pay in full no event shall the principal balance ofTrust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the NIM Notes and any amounts necessary to reimburse late ambassador of the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable United States to the NIMS InsurerCourx xx Xx. Xxxxx, xiving on the date hereof. Within five (5) Business Xxxx prior to the respective Termination Date, the Trustee shall deliver a bid notice for the Mortgage Loans and the REO Properties to at least three institutions that are regular purchasers and/or sellers in each casethe secondary market of residential whole mortgage loans (other than Bank of America, with interest thereon at National Association or any Affiliate thereof). The bid notice shall specify the applicable rate Mortgage Loans and the REO Properties that are being sold, and identify the Minimum Bid Price and the other information necessary for the bidders to make bids. All bids must be submitted to the Trustee on a date determined by the Trustee, which date shall be set forth in the Indenture bid notice. Only cash bids may be accepted. With respect to the Mortgage Loans and related REO Properties to be purchased, if one or more bids that exceed the Minimum Bid Price are received, the price (the "Termination Price") for such Mortgage Loans and related REO Property shall be equal to the highest price bid by a bidder, and such bidder (the "Auction Winner") shall complete the purchase of such Mortgage Loans and related REO Properties at the Termination Price before the next Distribution Date for the Certificates relating to such auctioned Mortgage Loans and REO Properties. If, however, no bid equals or exceeds the Minimum Bid Price for the applicable Mortgage Loans and related REO Properties, the Trustee will continue to auction the applicable Mortgage Loans and related REO Property every three months until the Minimum Bid Price is received. Notice of any termination of a Loan Group or Loan Groups, specifying the applicable date upon which the applicable Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and for cancellation, shall be given promptly by the Trustee by letter to the applicable Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date upon which final payment of the applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Trustee therein specified. Upon presentation and surrender of the applicable Certificates, the Trustee shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Sections 5.02 and 5.03 hereof, as applicable, on the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the Uncertificated Lower-Tier Interests and to the extent Uncertificated Group 3 Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and Uncertificated Group 3 Lower-Tier Interests, respectively, as provided in Section 5.11. If the applicable Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Trustee shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Supplemental Interest Trust Trustee in an Eligible Account for the benefit of such Certificateholders and the Trustee shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forthSections 5.04(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the later of the purchase by the Terminator NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (as defined belowor if (i) such Holder fails to purchase on the Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer) of all of the Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (x) below), (x) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired), (y) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan and (iiz) and any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. No party may exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, howeverupon notice of a party's intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxxxx Xxxxx xx Xx. Xames, living on the date hereof. The right of a party to exexxxxx its purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal option with respect to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon (A) the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 10% of the month in which such purchase is to be effected, plus the appraised value aggregate unpaid principal balance of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and as of the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) in the case of the Master Servicer, the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third paragraph Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Mortgage Loans in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any purchase option pursuant to this Section 9.01)10.01 and notice of any termination of the Trust, specifying the Final Distribution Date upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any additional amounts such final payment and (3) 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 or agency of the Securities Administrator therein specified. Upon the exercise of its purchase option, the applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Certificate Account on such Final Distribution Date equal to the purchase price for the related assets of the Trust Estate computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the NIM Notes and any amounts necessary Securities Administrator shall cause to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable be distributed to the NIMS InsurerCertificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof on the Indenture Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand with respect to the extent related REMICs (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier Interests and Uncertificated Middle-Tier Interests as provided in Section 5.02. If the Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in final distribution to such Certificateholders to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one (1) year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following 106 112 the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property all property acquired in respect of any Mortgage Loan remaining in REMIC 1 the Trust at a price equal to the sum of (x) 100% of the Principal Balance of each Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date, and (iiy) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received during such Collection Period in respect of each such Mortgage Loan, or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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 Josexx X. Xxxxxxx, the xxe late ambassador of the United States to the Court of St. XxxxxJamex, xxo are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.01)10.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Certificate Insurer and the Servicer shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Insurer and not being an expense of the Trust. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the Clean-up Call Date. If such right is exercised, the Servicer shall remit the purchase price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. In addition, on any Distribution Date on which Mortgage Loans with aggregate Principal Balances that equal or exceed 25% of the sum of the Original Pool Balance and the Purchase Account Deposit have become Liquidated Mortgage Loans, the Certificate Insurer may purchase from the Trust all of the Mortgage Loans then remaining in the Trust at the price set forth in the immediately preceding paragraph plus the amount of any outstanding and unpaid fees and expenses of the Servicer and the Trustee by remitting such amount to the Trustee for deposit in the Certificate Account pursuant to Section 3.02(e) on or before the related Deposit Date and the Trustee shall, promptly following remittance of such amount, release to the Certificate Insurer the Mortgage Files 107 113 pertaining to the Mortgage Loans being purchased and all other documents necessary to transfer the Trustee's interest in such Mortgage Loans to the Certificate Insurer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, if the Servicer is exercising its right to purchase the assets of the Trust as provided above, or from the Certificate Insurer, if the Certificate Insurer is exercising its right to purchase the assets of the Trust as provided above, in either case given not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Servicer or the Certificate Insurer, as applicable, to the Trustee as described in the preceding sentence, the Servicer or the Certificate Insurer, as applicable, shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for the assets of the Trust computed as above provided. In the case of a purchase by the Servicer, such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, or by the Certificate Insurer pursuant to the third paragraph of this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date an amount equal to (i) as to the Class A-1 Certificates, and any additional amounts necessary upon presentation and surrender of the Certificates, in proportion to pay all interest accrued ontheir respective Percentage Interests the Class A-1 Certificate Principal Balance, and the Class A-1 Monthly Interest, (ii) as well as amounts necessary to pay the Class A-2 Certificates, and upon presentation and surrender of the Class A-2 Certificates, in full the principal balance ofproportion to their respective Percentage Interests, the NIM Notes Class A-2 Certificate Principal Balance and the Class A-2 Monthly Interest, (iii) as to the Certificate Insurer, any amounts necessary to reimburse the NIMS Certificate Insurer for all amounts paid under the NIMs insurance policy any unreimbursed Insured Amounts, together with interest thereon, and any other amounts reimbursable or otherwise payable accrued and unpaid Certificate Insurer Premium after application pursuant to clauses (i) and (ii) above, (iv) as to the NIMS InsurerServicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i), (ii) and (iii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (v) as to the Class R Certificateholders and upon presentation and surrender of the Class R Certificates, in each caseproportion to their Percentage Interests, with interest thereon at any amounts remaining after application pursuant to the applicable rate set forth preceding clauses (i) through (iv); provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be 108 114 allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the Indenture and following order of priority: first, to the extent not previously reimbursed Holders of the Class R Certificates and second to the Holders of the Class A-1A Certificates, Class A-1B Certificates, Class A-1C Certificates, Class A-1D Certificates and Class A-1E Certificates, pro rata based on the Class A-1 Certificate Principal Balances thereof on such Distribution Date, or paid and any amounts payable to the Class A-2 Certificates, as applicable. The distribution on the final Distribution Date in connection with the purchase by the Supplemental Interest Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all of the Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid by the Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Guarantor, the Trust Administrator and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Trust Administrator to make payments in respect of the REMIC 1 1A Regular Interests, REMIC 1B Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests Interests, and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the later of (A) the payment in full of all amounts owing to the Guarantor hereunder unless the Guarantor shall otherwise consent and (B) payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 1A and REMIC 1B 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 11A or REMIC 1B; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 1A and REMIC 1B shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 11A and REMIC 1B, plus the appraised value of each REO Property, if any, included in REMIC 11A and REMIC 1B, such appraisal to be conducted by an appraiser selected mutually agreed upon by the Terminator and the Trustee in its their reasonable discretion, any unpaid Guarantor Reimbursement Amount and unpaid Guaranty Fee and (B) the aggregate fair market value of all of the assets of REMIC 1 1A and REMIC 1B (as determined by the TerminatorTerminator 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 9.01)) plus any unpaid Guarantor Reimbursement Amount and unpaid Guaranty Fee, and in the case of both clauses (A) and (B) of this sentence, any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by the Master Servicer at a price equal to occur the sum of (i) 100% of the purchase by the Terminator Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 and (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. The Master Servicer may not exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, howeverupon notice of Master Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust 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 right of the Master Servicer to purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on being less than 1% of the Stated aggregate Cut-off Date Principal Balance of each such the Mortgage Loan at Loans. In addition, the applicable Net Mortgage Rate in effect from time to time from right of the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and is conditioned on the REO Properties at the request sum of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of clause (Aa)(i) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (Bii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply to any purchase by the Master Servicer if, at the time of purchase, the Master Servicer is no longer subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full 10.01. If such right is exercised by the principal balance ofMaster Servicer, the NIM Notes and any amounts necessary to reimburse Trustee or a Custodian on its behalf shall, promptly following receipt by the NIMS Insurer for all amounts paid under Trustee of written confirmation from the NIMs insurance policy and any other amounts reimbursable or otherwise payable Securities Administrator of payment of the purchase price, release to the NIMS InsurerMaster Servicer or its respective designees, the Mortgage Files pertaining to such Mortgage Loans being purchased. The Master Servicer's right, title and interest in each case, with interest thereon at the applicable rate set forth in the Indenture and to such purchased Mortgage Loans and the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee related Mortgage Files shall be subject to the Swap Counterparty servicing rights of the Servicers pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidrelated Servicing Agreements.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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 146 hereof. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Servicers, the Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (a) the later of (i) the purchase of all of the Mortgage Loans in the Loan Group 1 and all REO Property relating thereto by the Terminator Master Servicer at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan in Loan Group 1 (other than any Mortgage Loan in Loan Group 1 as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan in Loan Group 1 (including any Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan in Loan Group 1, (ii) the purchase of all of the Mortgage Loans in Aggregate Loan Group 2 and each all REO Property remaining relating thereto by the Master Servicer at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan in REMIC 1 Aggregate Loan Group 2 (other than any Mortgage Loan in Aggregate Loan Group 2 as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan in Aggregate Loan Group 2 (including any Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan in Aggregate Loan Group 2 and (iii) the purchase of all of the Mortgage Loans in Aggregate Loan Group 3 and all REO Property relating thereto by the Master Servicer at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan in Aggregate Loan Group 3 (other than any Mortgage Loan in Aggregate Loan Group 3 as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan in Aggregate Loan Group 3 (including any Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan in Aggregate Loan Group 3 or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. Regardless of the foregoing, however, that in no event shall the trust 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 right of the Master Servicer to purchase by the Terminator of all Group 1 Mortgage Loans, the Aggregate Loan Group 2 Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (or the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Aggregate Loan Group 3 Mortgage Loans and is conditioned upon (A) (i) the REO Properties on its own behalfPool Stated Principal Balance of Loan Group 1, 100(ii) the aggregate of the Pool Stated Principal Balances of the Loan Groups in Aggregate Loan Group 2 or (iii) the aggregate of the Pool Stated Principal Balances of the Loan Groups in Aggregate Loan Group 3, as the case may be, being less than 10% of the aggregate Stated Principal Balance unpaid principal balance of all the related Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase prices calculated pursuant to clauses (a)(i), (ii) or (iii) of the second preceding paragraph being less than or equal to the aggregate fair market value of all the related Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Terminator, Master 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 fourth paragraph of this Section 9.01)Article X. If such right is exercised, the Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of any additional amounts termination of Loan Group 1, Aggregate Loan Group 2 or Aggregate Loan Group 3, specifying the applicable date upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the applicable Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date upon which final payment of the applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Distribution Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Distribution Account on the applicable Final Distribution Date equal to the purchase price for the related assets of the Trust computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Not less than five (5) Business Days prior to the applicable Final Distribution Date, the NIM Notes and Securities Administrator shall notify the Master Servicer of the amount of any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable unpaid Reimbursement Amount owed to the NIMS InsurerTrust related to the applicable Mortgage Loans and the Master Servicer shall deposit such amount in the Distribution Account not later than the Business Day preceding the Final Distribution Date. Upon presentation and surrender of the applicable Certificates, the Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof on the Indenture applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the extent Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests as provided in Section 5.02. If the applicable Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, Servicer and the Trustee and the Delaware Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all of the Mortgage Loans and each all REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iiz) any Reimbursement Amount owed to the final payment or other liquidation (or any advance with respect thereto) Trust pursuant to Section 2.02 related to a Mortgage Loan. Regardless of the last Mortgage Loan or REO Property remaining in REMIC 1; providedforegoing, however, that in no event shall the trust 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 purchase by the Terminator right of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing to purchase the Mortgage Loans and is conditioned upon (A) the REO Properties on its own behalf, 100% aggregate of the aggregate Pool Stated Principal Balance of all of the Loan Groups being less than 10% of the aggregate unpaid principal balance of the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the second preceding paragraph being less than or equal to the aggregate fair market value of all the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Servicer if, at the time of the assets purchase, the Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Terminator, 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 fourth paragraph of this Section 9.01)Article X. If such right is exercised, the Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. Notice of any termination, specifying the applicable date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and for cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (2) the amount of any additional amounts such final payment and (3) 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 or agency of the Trustee therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit in the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Certificate Account on the applicable Final Distribution Date equal to the purchase price for the related assets of the Trust computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Not less than five (5) Business Days prior to the Final Distribution Date, the NIM Notes and Trustee shall notify the Servicer of the amount of any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable unpaid Reimbursement Amount owed to the NIMS InsurerTrust related to the Mortgage Loans and the Servicer shall deposit such amount in the Certificate Account not later than the Business Day preceding the Final Distribution Date. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof, on the Indenture Final Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the extent Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests as provided in Section 5.02. If all of the Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to continue to be held by the Supplemental Interest Trust Trustee in an Eligible Account for the benefit of such Certificateholders and the Trustee shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.05(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.06(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the later of (I) the purchase by the Terminator (as defined below) Master Servicer of all of the Shifting Interest Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Shifting Interest Mortgage Loan (other than any Shifting Interest Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Shifting Interest Mortgage Loan (including any Shifting Interest Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Shifting Interest Mortgage Loan and (II) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the OC Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer of the Mortgage Loans) of all of the OC Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each OC Mortgage Loan (other than any OC Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (x) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each OC Mortgage Loan (including any OC Mortgage Loan as to which REO Property has been acquired), (y) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to an OC Mortgage Loan and (z) any Swap Termination Payments owed to the Swap Provider pursuant to the Interest Rate Swap Agreements or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. No party may exercise its purchase option with respect to the applicable Mortgage Loans, howeveruntil all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, that upon notice of a party's intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxxs, living on the date hereof. The right of the Master Servixxx to exercise its purchase by option with respect to the Terminator of all Shifting Interest Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price is conditioned upon (the “Termination Price”i) equal to (aA) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Shifting Interest Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 10% of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price unpaid principal balance of all the Shifting Interest Mortgage Loans included in REMIC 1, plus as of the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(I) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Shifting Interest Mortgage Loans (other than any Shifting Interest Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that each clause (B) in this paragraph shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Shifting Interest Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Shifting Interest Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. The right of a party to exercise its purchase option with respect to the OC Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the OC Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the OC Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(III) of the first paragraph of this Section 9.01)10.01 being less than or equal to the aggregate fair market value of the OC Mortgage Loans (other than any OC Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, and however, that this clause (B) shall not apply to any additional amounts necessary purchase by a party if, at the time of the purchase, such party is not subject to pay all interest accrued on, as well as amounts necessary to pay in full regulation by the principal balance ofOffice of the Comptroller of the Currency, the NIM Notes FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Master Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any amounts necessary such termination is furnished to reimburse Certificateholders pursuant to this Article X. If such right is exercised, the NIMS Insurer for all amounts paid under Trustee (or Custodian on the NIMs insurance policy and any other amounts reimbursable or otherwise payable Trustee's behalf) shall, promptly following payment of the purchase price, release to the NIMS Insurerparty exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the OC Mortgage Loans in each case, with interest thereon at the applicable rate set forth in the Indenture and to such purchased OC Mortgage Loans and the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee related Mortgage Files shall be subject to the Swap Counterparty servicing rights of the Servicers pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidrelated Servicing Agreements.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and or the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. XxxxxxxJoseph P. Kennedy, the late ambassador of the United ambassadxx xx xxx Xxxxxx States to the Court of St. XxxxxJames, living on the date hereof. The purchase Thx xxxchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected mutually agreed upon by the Terminator and the Trustee in its their reasonable discretion, discretion and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the TerminatorTerminator 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 9.01), and ) plus any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS NIMs Insurer for all amounts paid under the NIMs insurance policy Policy and any other amounts reimbursable or otherwise payable to the NIMS NIMs Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property all property acquired in respect of any Mortgage Loan remaining in REMIC 1 the Trust at a price equal to the sum of (x) 100% of the Principal Balance of each Mortgage Loan (other than any Mortgage Loan as to which title to the 110 116 underlying Mortgaged Property has been acquired and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date, and (iiy) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received during such Collection Period in respect of each such Mortgage Loan, or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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 Josexx X. Xxxxxxx, the xxe late ambassador of the United States to the Court of St. XxxxxJamex, xxo are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.01)10.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Certificate Insurer and the Servicer shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Insurer and not being an expense of the Trust. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the Clean-up Call Date. If such right is exercised, the Servicer shall remit the purchase price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. In addition, on any Distribution Date on which Mortgage Loans with aggregate Principal Balances that equal or exceed 25% of the sum of the Original Pool Balance and the Purchase Account Deposit have become Liquidated Mortgage Loans, the Certificate Insurer may purchase from the Trust all of the Mortgage Loans then remaining in the Trust at the price set forth in the first paragraph of this Section 10.01 plus the amount of any outstanding and unpaid fees and expenses of the Servicer and the Trustee by remitting such amount to the Trustee for deposit in the Certificate Account pursuant to Section 3.02(e) on or before the related Deposit Date and the Trustee shall, promptly following remittance of such amount, release to the Certificate Insurer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents necessary to transfer the Trustee's interest in such Mortgage Loans to the Certificate Insurer. 111 117 Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, if the Servicer is exercising its right to purchase the assets of the Trust as provided above, or from the Certificate Insurer, if the Certificate Insurer is exercising its right to purchase the assets of the Trust as provided above, in either case given not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Servicer or the Certificate Insurer, as applicable, to the Trustee as described in the preceding sentence, the Servicer or the Certificate Insurer, as applicable, shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for the assets of the Trust computed as above provided. In the case of a purchase by the Servicer, such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, or by the Certificate Insurer pursuant to the third paragraph of this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date an amount equal to (i) as to the Class A-1 Certificates, and any additional amounts necessary upon presentation and surrender of the Certificates, in proportion to pay all interest accrued ontheir respective Percentage Interests the Class A-1 Certificate Principal Balance, and the Class A-1 Monthly Interest, (ii) as well as amounts necessary to pay the Class A-2 Certificates, and upon presentation and surrender of the Class A-2 Certificates, in full the principal balance ofproportion to their respective Percentage Interests, the NIM Notes Class A-2 Certificate Principal Balance and the Class A-2 Monthly Interest, (iii) as to the Certificate Insurer, any amounts necessary to reimburse the NIMS Certificate Insurer for all amounts paid under the NIMs insurance policy any unreimbursed Insured Amounts, together with interest thereon, and any other amounts reimbursable or otherwise payable accrued and unpaid Certificate Insurer Premium after application pursuant to clauses (i) and (ii) above, (iv) as to the NIMS InsurerServicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i), (ii) and (iii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (v) as to the Class R Certificateholders and upon presentation and surrender of the Class R Certificates, in each caseproportion to their Percentage Interests, with interest thereon at any amounts remaining after application pursuant to the applicable rate set forth preceding clauses (i) through (iv); provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the Indenture and following order of priority: first, to the extent not previously reimbursed Holders of the Class R Certificates and second to the Holders of the Class A-1A Certificates, Class A-1B Certificates, Class A-1C Certificates, Class A-1D Certificates, Class A-1E 112 118 Certificates, Class A-1F Certificates and Class A-1G Certificates, pro rata based on the Class A-1 Certificate Principal Balances thereof on such Distribution Date, or paid and any amounts payable to the Class A-2 Certificates, as applicable. The distribution on the final Distribution Date in connection with the purchase by the Supplemental Interest Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all of the Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid by the Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Guarantor, the Trust Administrator and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Trust Administrator to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests Interests, REMIC 4 Regular Interests, and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the latest of (A) the payment in full of all amounts owing to the Guarantor hereunder unless the Guarantor shall otherwise consent, (B) the payment in full of all amounts owing to the Certificate Insurer hereunder and under the Insurance Agreement unless the Certificate Insurer shall otherwise consent and (C) payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 pursuant to (b) below 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Controlling Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, discretion and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and in the case of both clauses (b)(A) and (b)(B) of this sentence, any unpaid Guarantor Reimbursement Amount, Guaranty Fees, Certificate Insurer Premiums and Certificate Insurer Reimbursement Amounts and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property all property acquired in respect of any Mortgage Loan remaining in REMIC 1 the Trust at a price equal to the sum of (x) 100% of the Principal Balance of each Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date, and (iiy) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received during such Collection Period in respect of each such Mortgage Loan, and the payment to the Certificate Insurer of the Certificate Insurer Repurchase Proceeds, or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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 Josexx X. Xxxxxxx, the xxe late ambassador of the United States to the Court of St. XxxxxJamex, xxo are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.01)10.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Certificate Insurer and any additional amounts the Servicer shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Insurer and not being an expense of the Trust. 101 The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the purchase price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date, (ii) the Servicer will pay to the Certificate Insurer the Certificate Insurer Repurchase Proceeds and (iii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to pay all transfer the Trustee's interest accrued onin the Mortgage Loans to the Servicer. In addition, as well as amounts necessary to pay in full on any Distribution Date on which Mortgage Loans with aggregate Principal Balances that equal or exceed 25% of the principal balance ofsum of the Original Pool Balance and the Prefunding Account Deposit have become Liquidated Mortgage Loans, the NIM Notes and any amounts necessary to reimburse Certificate Insurer may purchase from the NIMS Insurer for Trust all amounts paid under of the NIMs insurance policy and any other amounts reimbursable or otherwise payable to Mortgage Loans then remaining in the NIMS Insurer, in each case, with interest thereon Trust at the applicable rate price set forth in the Indenture first paragraph of this Section 10.01 plus the amount of any outstanding and unpaid fees and expenses of the Servicer and the Trustee by remitting such amount to the extent Trustee for deposit in the Certificate Account pursuant to Section 3.02(e) on or before the related Deposit Date and the Trustee shall, promptly following remittance of such amount, release to the Certificate Insurer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents necessary to transfer the Trustee's interest in such Mortgage Loans to the Certificate Insurer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, if the Servicer is exercising its right to purchase the assets of the Trust as provided above, or from the Certificate Insurer, if the Certificate Insurer is exercising its right to purchase the assets of the Trust as provided above, in either case given not previously reimbursed later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the Certificates will be made upon presentation and surrender of Certificates at the office or paid agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Servicer or the Certificate Insurer, as applicable, to the Trustee as described in the preceding sentence, the Servicer or the Certificate Insurer, as applicable, shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for the assets of the Trust computed as above provided. In the case of a purchase by the Servicer, such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, or by the Certificate Insurer pursuant to the third paragraph of this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Class A Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Class A Certificate Principal Balance, and the Class A Monthly Interest and (ii) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts payable to which it is entitled as reimbursement hereunder and (iii) as to the Class R Certificateholders and upon presentation and surrender of the Class R Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii); provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the Class R Certificates and second to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5 Certificates, pro rata based on the Certificate Principal Balances thereof on such Distribution Date. The distribution on the final Distribution Date in connection with the purchase by the Supplemental Interest Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all of the Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid by the Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, Servicer and the Trustee and the Delaware Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all of the Mortgage Loans and each all REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iiz) any Reimbursement Amount owed to the final payment or other liquidation (or any advance with respect thereto) Trust pursuant to Section 2.02 related to a Mortgage Loan. Regardless of the last Mortgage Loan or REO Property remaining in REMIC 1; providedforegoing, however, that in no event shall the trust 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 purchase by the Terminator right of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing to purchase the Mortgage Loans and is conditioned upon (A) the REO Properties on its own behalf, 100% aggregate of the aggregate Pool Stated Principal Balance of all of the Loan Groups being less than 10% of the aggregate unpaid principal balance of the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the second preceding paragraph being less than or equal to the aggregate fair market value of all the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Servicer if, at the time of the assets purchase, the Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Terminator, 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 fourth paragraph of this Section 9.01)Article X. If such right is exercised, the Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. Notice of any termination, specifying the applicable date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and for cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (2) the amount of any additional amounts such final payment and (3) 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 or agency of the Trustee therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit in the Distribution Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Distribution Account on the applicable Final Distribution Date equal to the purchase price for the related assets of the Trust computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Not less than five (5) Business Days prior to the Final Distribution Date, the NIM Notes and Trustee shall notify the Servicer of the amount of any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable unpaid Reimbursement Amount owed to the NIMS InsurerTrust related to the Mortgage Loans and the Servicer shall deposit such amount in the Distribution Account not later than the Business Day preceding the Final Distribution Date. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof, on the Indenture Final Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the extent Uncertificated Lower-Tier Interests and the Uncertificated Subsidiary Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and the Uncertificated Subsidiary Lower-Tier Interests as provided in Section 5.02. If all of the Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Trustee shall on such date cause all funds in the Distribution Account not distributed in final distribution to Certificateholders to continue to be held by the Supplemental Interest Trust Trustee in an Eligible Account for the benefit of such Certificateholders and the Trustee shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the later of the purchase by the Terminator NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (as defined belowor if (i) such Holder fails to purchase on the Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer) of all of the Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iiz) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. No party may exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, howeverupon notice of a party's intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxthx Xxxxx xx Xx. Xxxes, living on the date hereof. The right of a party to exercxxx its purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal option with respect to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon (A) the aggregate Stated Principal Balance of all of the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 10% of the month in which such purchase is to be effected, plus the appraised value aggregate unpaid principal balance of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and as of the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third paragraph Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Mortgage Loans in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any purchase option pursuant to this Section 9.01)10.01 and notice of any termination of the Trust, specifying the Final Distribution Date upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any additional amounts such final payment and (3) 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 or agency of the Securities Administrator therein specified. Upon the exercise of its purchase option, the applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date or the applicable Distribution Date, in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Certificate Account on such Final Distribution Date equal to the purchase price for the related assets of the Trust Estate computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the NIM Notes and any amounts necessary Securities Administrator shall cause to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable be distributed to the NIMS InsurerCertificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof on the Indenture Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand with respect to the extent related REMICs (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier Interests and Uncertificated Middle-Tier Interests as provided in Section 5.02. If the Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in final distribution to such Certificateholders to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one (1) year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Guarantor and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 1A Regular Interests, REMIC 1B Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the later of (A) the payment in full of all amounts owing to the Guarantor hereunder unless the Guarantor shall otherwise consent and (B) payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 1A and REMIC 1B 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 11A or REMIC 1B; 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. The purchase by the Terminator Master Servicer of all Mortgage Loans and each REO Property remaining in REMIC 1 1A and REMIC 1B shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 11A and REMIC 1B, plus the appraised value of each REO Property, if any, included in REMIC 11A and REMIC 1B, such appraisal to be conducted by an appraiser selected mutually agreed upon by the Terminator Master Servicer and the Trustee in its their reasonable discretion, any unpaid Guarantor Reimbursement Amount and unpaid Guaranty Fee and (B) the aggregate fair market value of all of the assets of REMIC 1 1A and REMIC 1B (as determined by the TerminatorMaster 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 9.01)) plus any unpaid Guarantor Reimbursement Amount and unpaid Guaranty Fee, and in the case of both clauses (A) and (B) of this sentence, any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidNotes.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Master Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Master Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurerparty, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing Holder of a majority of the Mortgage Loans and Percentage Interest in the REO Properties at the request of and on behalf of an unaffiliated third party Class C Certificates or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid. If a termination pursuant to this Section 9.01(a) or Section 9.01(b) will result in a claim under the Class II-A3 Policy or if any amount owed to the Class II-A3 Insurer under the Insurance Agreement will not be fully reimbursed after such termination, the consent of the Class II-A3 Insurer shall be required prior to the Terminator exercising such option.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Guarantor, the Trust Administrator and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee Trust Administrator to make payments in respect of the REMIC 1 1A Regular Interests, REMIC 1B Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests Interests, REMIC 4 Regular Interests, REMIC 5 Regular Interests, and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the latest of (A) the payment in full of all amounts owing to the Guarantor hereunder unless the Guarantor shall otherwise consent, (B) payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 1A and REMIC 1B 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 11A or REMIC 1B and (C) the payment in full of all amounts owing to the Cap Provider hereunder unless the Cap Provider shall otherwise consent; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 203 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 purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 1A and REMIC 1B shall be at a price (the “"Termination Price”") equal to the sum of (ax) if the Terminator is Group I Cap Provider Payment, all amounts payable to the Servicer purchasing Cap Provider pursuant to Section 4.01(d)(i)(k), the Mortgage Loans Group II Cap Provider Payment and all amounts payable to the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time Cap Provider pursuant to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effectedSection 4.01(d)(ii)(m), plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (by) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 11A and REMIC 1B, plus the appraised value of each REO Property, if any, included in REMIC 11A and REMIC 1B, such appraisal to be conducted by an appraiser selected mutually agreed upon by the Terminator and the Trustee in its their reasonable discretion, any unpaid Guarantor Reimbursement Amount and unpaid Guaranty Fee and (B) the aggregate fair market value of all of the assets of REMIC 1 1A and REMIC 1B (as determined by the TerminatorTerminator 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 9.01)) plus any unpaid Guarantor Reimbursement Amount and unpaid Guaranty Fee, and in the case of both clauses (A) and (B) of this sentence, any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the ServicerMaster Servicers, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by the Call Right Holder at a price equal to occur the sum of (i) 100% of the purchase by the Terminator Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 and (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate or the disposition of all REO Property. The Call Right Holder, howevermay not exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Representing Party, that upon notice of the Call Right Holder's intent to exercise its purchase option of the Mortgage Loans, of any WMMSC Master Serviced Loan Reimbursement Amounts outstanding on the applicable Mortgage Loans and the Representing Party shall deposit any unpaid WMMSC Master Serviced Loan Reimbursement Amounts for the applicable Mortgage Loans not later than the Business Day preceding the next succeeding Distribution Date. The Securities Administrator shall notify the Seller, upon notice of the Call Right Holder's intent to exercise its purchase option on the Mortgage Loans, of any WF Master Serviced Loan Reimbursement Amount outstanding. Regardless of the foregoing, in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, living xiving on the date hereof. The right of the Call Rixxx Xolder, to purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on being less than 1% of the Stated aggregate Cut-off Date Principal Balance of each such the Mortgage Loan at Loans. In addition, the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day right of the month in which such Call Right Holder to purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and is conditioned on the REO Properties at the request sum of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of clause (Aa)(i) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (Bii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply to any purchase by the Call Right Holder if, at the time of purchase, the Call Right Holder is no longer subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Call Right Holder as of the close of business on the third Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full 10.01. If such right is exercised by the principal balance ofCall Right Holder, the NIM Notes and any amounts necessary to reimburse Securities Administrator shall, promptly following payment of the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable purchase price, release to the NIMS InsurerCall Right Holder, in each caseor its respective designees, with interest thereon at the applicable rate set forth in the Indenture and Mortgage Files pertaining to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidMortgage Loans being purchased.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by the Call Right Holder at a price equal to occur the sum of (i) 100% of the purchase by the Terminator unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as defined below) of all Mortgage Loans and each to which REO Property remaining in REMIC 1 has been acquired and whose fair market value is included pursuant to clause (ii) below), (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iiiii) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate or the disposition of all REO Property. The Call Right Holder may not exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, howeverupon notice of the Call Right Holder's intent to exercise its purchase option on the Mortgage Loans, that of any Reimbursement Amount outstanding. Regardless of the foregoing, in no event shall the trust 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. XxxxxJames's, living on the date hereof. The right of the Call Right Holder to purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on being less than [10]% of the Stated aggregate Cut-off Date Principal Balance of each such the Mortgage Loan at Loans. In addition, the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day right of the month in which such Call Right Holder to purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and is conditioned on the REO Properties at the request sum of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of clause (Aa)(i) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (Bii) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply to any purchase by the Call Right Holder if, at the time of purchase, the Call Right Holder is not subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Call Right Holder as of the close of business on the third Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full 10.01. If such right is exercised by the principal balance ofCall Right Holder, the NIM Notes and any amounts necessary to reimburse Securities Administrator shall, promptly following payment of the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable purchase price, release to the NIMS InsurerCall Right Holder, in each caseor its respective designees, with interest thereon at the applicable rate set forth in the Indenture and Mortgage Files pertaining to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidMortgage Loans being purchased.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.06(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.07(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the later of (I) the purchase of all the Group 1 Mortgage Loans, the Group 2 Mortgage Loans, the Group 3 Mortgage Loans and all REO Property remaining in the Trust Estate relating to occur such Mortgage Loans by the Master Servicer at a price equal to the sum of (i) 100% of the purchase by the Terminator unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 such REO Property (as determined by the Terminator, Master 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 fifth paragraph of this Section 9.01Article X), and plus any additional amounts necessary to pay all interest accrued onClass Unpaid Interest Shortfall for any Group 1, Group 2, Group 3 or Class CB Certificates as well as amounts necessary to pay in full any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the unpaid principal balance ofof each such Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired), (II) the NIM Notes purchase of all the Group 4 Mortgage Loans and all REO Property remaining in the Trust Estate relating to such Mortgage Loans by the Master Servicer at a price equal to the sum of (i) 100% of the unpaid principal balance of each such Mortgage Loan (other than any amounts necessary Mortgage Loan as to reimburse which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the Master 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 fifth paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Group 4 Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (III) the purchase of all the Group 5 Mortgage Loans and all REO Property remaining in the Trust Estate relating to such Mortgage Loans by the Master Servicer (or the NIMS Insurer) at a price equal to the sum of (i) 100% of the unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the Master Servicer or the NIMS Insurer 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 fifth paragraph of this Article X), plus any Interest Carryforward Amount for any Group 5 Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all amounts paid under the NIMs insurance policy and any other amounts reimbursable REO Property. The Master Servicer or otherwise payable to the NIMS Insurer, as the case may be, may not exercise any purchase option until all Reimbursement Amounts for applicable Mortgage Loans and related REO Property have been paid. The Securities Administrator shall notify the Seller, upon notice of Master Servicer's or NIMS Insurer's intent to exercise its purchase option of any related Reimbursement Amounts outstanding. Regardless of the foregoing, in each caseno event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, with interest thereon the late ambassador of the United States to the Courx xx Xx. Xxxxx, xiving on the date hereof. The right of the Master Xxxxxcer or NIMS Insurer, as applicable, to purchase (i) the Group 1, Group 2 and Group 3 Mortgage Loans and related REO Property, (ii) the Group 4 Mortgage Loans and related REO Property or (iii) the Group 5 Mortgage Loans and related REO Property is conditioned upon the aggregate Stated Principal Balance of the related Mortgage Loans being less than 10% of the aggregate Cut-off Date Stated Principal Balance of such Mortgage Loans subject to the related purchase option. In addition, the right of the Master Servicer or NIMS Insurer, as the case may be, to purchase the applicable Mortgage Loans and related REO Property is conditioned on the applicable purchase price being less than or equal to the aggregate fair market value of the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply if, at the time of purchase, the Master Servicer or NIMS Insurer, as applicable, is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Notice of any termination of a Loan Group or Loan Groups, specifying the applicable rate date upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the applicable Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date, upon which final payment of the applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. The Securities Administrator shall give such notice to the Trustee, the Master Servicer, the NIMS Insurer and the Certificate Registrar at the time such notice is given to such Certificateholders. The Master Servicer shall deposit in the Distribution Account on or before the applicable Distribution Date, in immediately available funds, an amount equal to the amount necessary to make the amount, if any, on deposit in the Distribution Account on such Distribution Date, as applicable, equal to the purchase price for the related assets of the Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the applicable Certificates, the Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Sections 5.02 and 5.03 hereof, as applicable, on the Indenture applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the extent Uncertificated Middle-Tier Interests, the Uncertificated Lower-Tier Interests, the Uncertificated Group 4 Pooling REMIC Interest and the Uncertificated Group 5 Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Middle-Tier Interests, Uncertificated Lower-Tier Interests, Uncertificated Group 4 Pooling REMIC Interest and Uncertificated Group 5 Lower-Tier Interests, respectively, as provided in Section 5.11. If the applicable Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the ServicerMaster Servicers, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.05(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.06(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the later of (I) the purchase by the Terminator (as defined below) WF Master Servicer of all of the Shifting Interest Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Shifting Interest Mortgage Loan (other than any Shifting Interest Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Shifting Interest Mortgage Loan (including any Shifting Interest Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Shifting Interest Mortgage Loan and (II) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the Group T2 Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the WF Master Servicer) of all of the Group T2 Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each Group T2 Mortgage Loan (other than any Group T2 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (x) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Group T2 Mortgage Loan (including any Group T2 Mortgage Loan as to which REO Property has been -250- acquired), (y) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Group T2 Mortgage Loan and (z) any Swap Termination Payments owed to the Swap Providers pursuant to the Interest Rate Swap Agreements or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. No party may exercise its purchase option for the Shifting Interest Mortgage Loans or the Group T2 Mortgage Loans, howeveras the case may be, that until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon notice of a party's intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxthx Xxxxx xx Xx. Xxxes, living on the date hereof. The right of the WF Master Sxxxxxer to exercise its purchase by option with respect to the Terminator of all Shifting Interest Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price is conditioned upon (the “Termination Price”A) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Shifting Interest Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 1% of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price unpaid principal balance of all the Shifting Interest Mortgage Loans included in REMIC 1, plus as of the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(I) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Shifting Interest Mortgage Loans (other than any Shifting Interest Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the WF Master Servicer if, at the time of the assets purchase, the WF Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, WF Master 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 this Article X. If such right is exercised, the third Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the WF Master Servicer or its designee the Mortgage Files pertaining to the Shifting Interest Mortgage Loans being purchased. The WF Master Servicer's right, title and interest in and to such purchased Shifting Interest Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements or Servicing Contracts. The right of a party to exercise its purchase option with respect to the Group T2 Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the Group T2 Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the Group T2 Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 9.01)10.01 being less than or equal to the aggregate fair market value of the Group T2 Mortgage Loans (other than any Group T2 Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, and however, that this clause (B) shall not apply to any additional amounts necessary purchase by a party if, at the time of the purchase, such party is not subject to pay all interest accrued on, as well as amounts necessary to pay in full regulation by the principal balance ofOffice of the Comptroller of the Currency, the NIM Notes FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the WF Master Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any amounts necessary such termination is furnished to reimburse Certificateholders pursuant to this Article X. If such right is exercised, the NIMS Insurer for all amounts paid under Trustee (or Custodian on the NIMs insurance policy and any other amounts reimbursable or otherwise payable Trustee's behalf) shall, promptly following payment of the purchase price, release to the NIMS Insurerparty exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Group T2 Mortgage Loans in each case, with interest thereon at the applicable rate set forth in the Indenture and to such purchased Group T2 Mortgage Loans and the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee related Mortgage Files shall be subject to the Swap Counterparty servicing rights of the Servicers pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidrelated Servicing Agreements.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute respect to all Certificates upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property then remaining in REMIC 1 the Trust all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date, and (iiy) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received during such Collection Period in respect of each such Mortgage Loan, and the payment to the Certificate Insurer of the Certificate Insurer Repurchase Proceeds, or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any such Mortgage Loan; 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 Josexx X. Xxxxxxx, the xxe late ambassador of the United States to the Court of St. XxxxxJamex, xxo are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.01)10.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Certificate Insurer and any additional amounts the Servicer shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Insurer and not being an expense of the Trust. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the purchase price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date, (ii) the Servicer will pay to the Certificate Insurer the Certificate Insurer Repurchase Proceeds and (iii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents 115 121 furnished by the Servicer as are necessary to pay all transfer the Trustee's interest accrued onin the Mortgage Loans to the Servicer. In addition, as well as amounts necessary to pay in full on any Distribution Date on which Mortgage Loans with aggregate Principal Balances that equal or exceed 25% of the principal balance ofsum of the Original Pool Balance and the Prefunding Account Deposit have become Liquidated Mortgage Loans, the NIM Notes and any amounts necessary to reimburse Certificate Insurer may purchase from the NIMS Insurer for Trust all amounts paid under of the NIMs insurance policy and any other amounts reimbursable or otherwise payable to Mortgage Loans then remaining in the NIMS Insurer, in each case, with interest thereon Trust at the applicable rate price set forth in the Indenture first paragraph of this Section 10.01 plus the amount of any outstanding and unpaid fees and expenses of the Servicer and the Trustee by remitting such amount to the extent Trustee for deposit in the Certificate Account pursuant to Section 3.02(e) on or before the related Deposit Date and the Trustee shall, promptly following remittance of such amount, release to the Certificate Insurer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents necessary to transfer the Trustee's interest in such Mortgage Loans to the Certificate Insurer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, if the Servicer is exercising its right to purchase such assets of the Trust as provided above, or from the Certificate Insurer, if the Certificate Insurer is exercising its right to purchase the assets of the Trust as provided above, in either case given not previously reimbursed later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or paid agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Servicer or the Certificate Insurer, as applicable, to the Trustee as described in the preceding sentence, the Servicer or the Certificate Insurer, as applicable, shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for such assets of the Trust computed as above provided. In the case of a purchase by the Servicer, such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, or by the Certificate Insurer pursuant to the third paragraph of this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Monthly Interest applicable to such Offered Certificate and (ii) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts payable to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii); provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts otherwise distributable on the final Distribution Date in the following order of priority: first, to the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on such Distribution Date. The distribution on the final Distribution Date in connection with the purchase by the Supplemental Interest Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid by the Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.029.03, the Trust and the respective obligations and responsibilities under this Agreement of the DepositorCompany, the Servicer, Master Servicer and the Trustee and the Delaware Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the Terminator (as defined below) Master Servicer or its designee of all Mortgage Loans and each REO Property in respect thereof remaining in REMIC 1 the Trust Fund at a price equal to (a) 100% of the unpaid principal balance of each Mortgage Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in which the proceeds of such repurchase are to be distributed, plus (b) the appraised value of any REO Property (but not more than the unpaid principal balance of the related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee at the expense of the Master Servicer, and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property remaining in REMIC 1respect thereof); provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in April 2033 and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any of REMIC 1 or REMIC 2 as a REMIC. The purchase by right of the Terminator of Master Servicer or its designee to repurchase all Mortgage Loans and each REO Property remaining in REMIC 1 pursuant to (i) above shall be conditioned upon the aggregate Stated Principal Balance of such Mortgage Loans at a price (the “Termination Price”) time of any such repurchase aggregating an amount equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100or less than 5% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate Cut-off Date. If such right is exercised, the Master Servicer, upon such repurchase, shall provide to the Trustee notice of such exercise prior to the Determination Date in effect from time the month preceding the month of purchase and the certification required by Section 3.16. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to time from the Due Date as to which interest was last paid Trustee for payment of the final distribution and cancellation, shall be given promptly by the related Mortgagor or Trustee by an advance by letter to the Servicer Certificateholders mailed (a) in the event such notice is given in connection with the Master Servicer's election to but repurchase, not including earlier than the first 15th day and not later than the 25th day of the month in which next preceding the month of such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and final distribution or (b) if otherwise during the Terminator is month of such final distribution on or before the Servicer purchasing Determination Date in such month, in each case specifying (i) the Mortgage Loans Distribution Date upon which final payment of the Certificates will be made upon presentation and the REO Properties surrender of Certificates at the request office of and on behalf of an unaffiliated third party or is the NIMS InsurerTrustee therein designated, the greater of (Aii) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, as of the close of business on the third Business Day next preceding the date upon which notice amount of any such termination final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is furnished not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Master Servicer or its designee's election to Certificateholders pursuant repurchase, the Master Servicer or its designee shall deliver to the third paragraph Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of this Section 9.01), its own funds. Upon presentation and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full surrender of the principal balance ofCertificates by the Certificateholders, the NIM Notes and any amounts necessary to reimburse Trustee shall first, pay itself the NIMS Insurer Trustee's Fees for all amounts paid under the NIMs insurance policy such Distribution Date and any other amounts reimbursable or otherwise payable owing to the NIMS InsurerTrustee under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount determined as follows: with respect to each caseRegular Certificate (other than the Class A-IO Certificates and the Class A-3 Certificates), the outstanding Certificate Principal Balance thereof, plus with respect to each Regular Certificate (other than the Class A-PO Certificates), one month's interest thereon at the applicable rate Pass-Through Rate; and with respect to the Class R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in the Indenture and Section 4.01. Upon certification to the extent not previously reimbursed or paid and any amounts payable Trustee by a Servicing Officer, following such final deposit, the Trustee shall promptly release the Mortgage Files as directed by the Supplemental Interest Trust Master Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by the Master Servicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the Swap Counterparty pursuant remaining Certificateholders to surrender their Certificates for cancellation and receive the Swap Agreementfinal distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, including any Swap Termination Payment payable the Trustee shall take reasonable steps as directed by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at Company in writing, or appoint an agent to take reasonable steps, to contact the applicable rate set forth in remaining Certificateholders concerning surrender of their Certificates, and the Swap Agreement from cost thereof shall be paid out of the Early Termination Date until such Swap Termination Payment is paidfunds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Guarantor and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests Interests, REMIC 4 Regular Interests, and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the latest of (A) the payment in full of all amounts owing to the Guarantor hereunder unless the Guarantor shall otherwise consent, (B) the payment in full of all amounts owing to the Certificate Insurer hereunder and under the Insurance Agreement unless the Certificate Insurer shall otherwise consent and (C) payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 pursuant to (b) below 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Controlling Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, discretion and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and in the case of both clauses (b)(A) and (b)(B) of this sentence, any unpaid Guarantor Reimbursement Amount, Guaranty Fees, Certificate Insurer Premiums and Certificate Insurer Reimbursement Amounts and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by the Master Servicer at a price equal to occur the sum of (i) 100% of the purchase by the Terminator unpaid principal balance of each such Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 and (ii) the fair market value of such REO Property (as determined by the Master 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 fifth paragraph of this Article X), plus any Class Unpaid Interest Shortfall as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the unpaid principal balance of each such Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. The Master Servicer may not exercise the purchase option until all Reimbursement Amounts for the Mortgage Loans and related REO Property remaining in REMIC 1; providedhave been paid. The Securities Administrator shall notify the Seller, howeverupon notice of the Master Servicer's intent to exercise its purchase option, that of any related Reimbursement Amounts outstanding. Regardless of the foregoing, in no event shall the trust 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 right of the Master Servicer to purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the related REO Properties on its own behalf, 100% of Property is conditioned upon the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on being less than 1% of the aggregate Cut-off Date Stated Principal Balance of each such the Mortgage Loan at Loans. In addition, the applicable Net Mortgage Rate in effect from time to time from right of the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and related REO Property is conditioned on the REO Properties at the request of and on behalf of an unaffiliated third party purchase price being less than or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal equal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply if, at the time of purchase, the Master Servicer is no longer subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01)10.01. If such right is exercised by the Master Servicer, the Custodian shall, promptly following payment of the purchase price, release to the Master Servicer or its respective designees, the Mortgage Files pertaining to such Mortgage Loans being purchased. Notice of termination of the Trust, specifying the date upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date, upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any additional amounts such final payment and (3) 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 or agency of the Securities Administrator therein specified. The Securities Administrator shall give such notice to the Trustee, the Master Servicer and the Certificate Registrar at the time such notice is given to such Certificateholders. The Master Servicer shall deposit in the Distribution Account on or before the applicable Distribution Date, in immediately available funds, an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Distribution Account on such Distribution Date, as well applicable, equal to the purchase price for the related assets of the Trust Estate computed as amounts necessary above provided together with a statement as to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the NIM Notes and any amounts necessary Securities Administrator shall cause to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable be distributed to the NIMS InsurerCertificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof, as applicable, on the Indenture applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the REMIC (other than the amounts retained to meet claims). If the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the extent remaining Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the second notice all the Certificates shall not previously reimbursed have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid and any amounts payable by out of the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest funds on deposit in such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Servicers, the Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (a) the later of (i) the purchase of all of the Mortgage Loans in the CB Crossed Loan Groups and all REO Property relating thereto by the Terminator an Auction Winner (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC 1 or the Master Servicer and (ii) the purchase of all the Mortgage Loans in the DB Crossed Loan Groups and all REO Property relating thereto by an Auction Winner or the Master Servicer or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate and the disposition of all REO Property. On any Distribution Date on which either of (i) the aggregate of the Pool Stated Principal Balances of the CB Crossed Loan Groups or (ii) the aggregate of the Pool Stated Principal Balances for DB Crossed Loan Groups is less than 10% of the aggregate unpaid principal balance of the related Mortgage Loans as of the Cut-off Date (each, a "Termination Date"), the Securities Administrator will initiate an auction process (the "Termination Auction") to sell such Mortgage Loans and the related REO Property remaining of such Loan Group or Loan Groups. The Securities Administrator may not sell such Mortgage Loans and related REO Property unless the proceeds of the sale, after deduction of the expenses of the sale (including expenses for previously attempted but unsuccessful Termination Auctions) and all unreimbursed fees and advances (the "Minimum Bid Price"), is at least equal to the aggregate outstanding Class Certificate Balance of the related Certificates, plus all accrued and unpaid interest thereon to the Distribution Date following the date of the sale. A Termination Auction may not occur until all Reimbursement Amounts for the Mortgage Loans subject to such Termination Auction have been paid. The Securities Administrator shall determine if any Reimbursement Amount is outstanding in REMIC 1; providedthe event a Termination Auction occurs and shall take such action as is required to cause the applicable Servicer or the Seller to remit such Reimbursement Amount to the Securities Administrator for deposit into the Distribution Account prior to the Distribution Date following the date of sale. Regardless of the foregoing, however, that in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, living xiving on the date hereof. The purchase by Within five (5) Business Xxxx prior to the Terminator of all respective Termination Date, the Securities Administrator shall deliver a bid notice for the applicable Mortgage Loans and each the REO Property remaining Properties to at least three institutions that are regular purchasers and/or sellers in REMIC 1 the secondary market of residential whole mortgage loans. The bid notice shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing specify the Mortgage Loans and the REO Properties that are being sold, and identify the Minimum Bid Price and the other information necessary for the bidders to make bids. All bids must be submitted to the Securities Administrator on its own behalfa date determined by the Securities Administrator, 100% of which date shall be set forth in the aggregate Stated Principal Balance of all bid notice. Only cash bids may be accepted. With respect to the Mortgage Loans included in REMIC 1 and accrued interest on related REO Properties to be purchased, if one or more bids that exceed the Stated Principal Balance of each Minimum Bid Price are received, the price (the "Termination Price") for such Mortgage Loan Loans and related REO Property shall be equal to the highest price bid by a bidder, and such bidder (the "Auction Winner") shall complete the purchase of such Mortgage Loans and related REO Properties at the Termination Price before the next Distribution Date for the Certificates relating to such auctioned Mortgage Loans and REO Properties. If, however, no bid equals or exceeds the Minimum Bid Price for the applicable Net Mortgage Rate in effect from time Loans and related REO Properties, the Securities Administrator will continue to time from auction the Due Date as applicable Mortgage Loans and related REO Property every three months until the Minimum Bid Price is received or three auctions have failed to produce the Minimum Bid Price. If three auctions have failed to produce the Minimum Bid Price, the Master Servicer may, at its option, purchase such Mortgage Loans and related REO Property at the Minimum Bid Price. Notice of any termination of a Loan Group or Loan Groups, specifying the applicable date upon which interest was last paid the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the related Mortgagor or Securities Administrator by an advance by letter to the Servicer to but applicable Certificateholders mailed not including later than the first 15th day of the month in of such final distribution specifying (1) the applicable Distribution Date upon which final payment of the applicable Certificates will be made upon presentation and surrender of such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties Certificates at the request office or agency of and on behalf of an unaffiliated third party or is the NIMS InsurerSecurities Administrator therein designated, the greater of (A2) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, as of the close of business on the third Business Day next preceding the date upon which notice amount of any such termination final payment and (3) that the Record Date otherwise applicable to such Distribution Date is furnished not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. Upon presentation and surrender of the applicable Certificates, the Securities Administrator shall cause to Certificateholders pursuant be distributed to the third paragraph applicable Certificateholders of this Section 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurereach Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof on the Indenture applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the extent Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests as provided in Section 5.02. In addition, any remaining Prepayment Premiums shall be distributed to the Class P Certificates, as distributions from the Grantor Trust. After all distributions have been made as required by this paragraph, any amount remaining in any Reserve Fund shall be distributed to Banc of America Securities LLC. If the applicable Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests Interests, and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing Holder of a majority of the Mortgage Loans and Percentage Interest in the REO Properties at the request of and on behalf of an unaffiliated third party Class C Certificates or is the NIMS Insurer, the 170 greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute respect to all Certificates upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Holder of the Class R Certificates of all Mortgage Loans and each REO Property then remaining in REMIC 1 the Trust all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date, and (iiy) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received during such Collection Period in respect of each such Mortgage Loan or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any such Mortgage Loan; 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, who are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, Holder of the Class R Certificates 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 9.0110.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Holder of the Class R Certificates within three business days of receiving notice of such determination, the Certificate Insurer and the Holder of the Class R Certificates shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Holder of the Class R Certificates, the expense of such appraisal being borne equally by the Holder of the Class R Certificates and the Certificate Insurer and not being an expense of the Trust. The right of the Holder of the Class R Certificates to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Holder of the Class R Certificates shall remit the purchase price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such purchase price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Holder of the Class R Certificates as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Holder of the Class R Certificates. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Holder of the Class R Certificates, not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Holder of the Class R Certificates to the Trustee as described in the preceding sentence, the Holder of the Class R Certificates shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for such assets of the Trust computed as above provided. Such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Holder of the Class R Certificates pursuant to clause (a) of the first paragraph in this -118- Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Accrued Certificate Interest applicable to such Offered Certificate and (ii) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any additional Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts necessary otherwise distributable on the final Distribution Date in the following order of priority: first, to pay the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on such Distribution Date. The distribution on the final Distribution Date in connection with the purchase by the Holder of the Class R Certificates of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Holder of the Class R Certificates shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all interest accrued on, as well as amounts necessary to pay in full of the principal balance ofrelevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the NIM Notes Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and any amounts necessary credited to reimburse the NIMS Insurer remaining Certificateholders by holding such funds uninvested in a separate escrow account for all amounts paid under the NIMs insurance policy benefit of such Certificateholders, and the Holder of the Class R Certificates (if the Holder of the Class R Certificates exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other amounts reimbursable or otherwise payable case) shall give a second written notice to the NIMS Insurerremaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in each case, with interest thereon at the applicable rate set forth in the Indenture such escrow account and to the extent not previously reimbursed or remaining unclaimed shall be paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant Holder of the Class R Certificates and thereafter Certificateholders shall look only to the Swap Agreement, including Holder of the Class R Certificates with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.05(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.06(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the 195 Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the later of (I) the purchase by the Terminator (as defined below) Master Servicer of all of the Group 1 Mortgage Loans and each all related REO Property remaining in REMIC the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Group 1 Mortgage Loan (other than any Group 1 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Group 1 Mortgage Loan (including any Group 1 Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Group 1 Mortgage Loan and (II) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the Group T2 Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer of the Mortgage Loans) of all of the Group T2 Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each Group T2 Mortgage Loan (other than any Group T2 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (x) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Group T2 Mortgage Loan (including any Group T2 Mortgage Loan as to which REO Property has been acquired), (y) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Group T2 Mortgage Loan and (z) any Swap Termination Payments owed to the Swap Provider pursuant to the Interest Rate Swap Agreements or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. No party may exercise its purchase option for the Group 1 Mortgage Loans or the Group T2 Mortgage Loans, howeveras the case may be, that until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, upon notice of a party's intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxtx xxx Xxxxx xx Xx. James, living on the date hereof. The right of the Master Xxxxxcer to exercise its purchase by option with respect to the Terminator of all Group 1 Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price is conditioned upon (the “Termination Price”A) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Group 1 Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 1% of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price unpaid principal balance of all the Group 1 Mortgage Loans included in REMIC 1, plus as of the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(I) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Group 1 Mortgage Loans (other than any Group 1 Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Group 1 Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Group 1 Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. The right of a party to exercise its purchase option with respect to the Group T2 Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the Group T2 Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the Group T2 Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 9.01)10.01 being less than or equal to the aggregate fair market value of the Group T2 Mortgage Loans (other than any Group T2 Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, and however, that this clause (B) shall not apply to any additional amounts necessary to pay all interest accrued onpurchase by the Master Servicer if, as well as amounts necessary to pay in full at the principal balance oftime of the purchase, the NIM Notes Master Servicer is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Master Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any amounts necessary such termination is furnished to reimburse Certificateholders pursuant to this Article X. If such right is exercised, the NIMS Insurer for all amounts paid under Trustee (or Custodian on the NIMs insurance policy and any other amounts reimbursable or otherwise payable Trustee's behalf) shall, promptly following payment of the purchase price, release to the NIMS Insurerparty exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Group T2 Mortgage Loans in each case, with interest thereon at the applicable rate set forth in the Indenture and to such purchased Group T2 Mortgage Loans and the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee related Mortgage Files shall be subject to the Swap Counterparty servicing rights of the Servicers pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidrelated Servicing Agreements.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 I/II-1 Regular Interests, the REMIC 2 III-1 Regular Interests, the REMIC 3 I/II-2 Regular Interests, the REMIC III-2 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 one or more Terminators (as defined below) of all Mortgage Loans and each REO Property remaining in each of REMIC 1 I/II‑1 and REMIC III‑1 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 1I/II‑1 and REMIC III‑1; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof. The purchase by the a Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 I/II‑1 or REMIC III-1 shall be at a price (the “Termination Price”) equal to (ax) if the Terminator is the Servicer purchasing Master Servicer, (A) with respect to the Group I/II Mortgage Loans and the REO Properties on its own behalfLoans, 100% of the aggregate Stated Principal Balance of all the Group I/II Mortgage Loans included in REMIC 1 I/II‑1 and accrued interest on the Stated Principal Balance of each such Group I/II Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1I/II‑1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (bB) if with respect to the Terminator is the Servicer purchasing the Group III Mortgage Loans and the REO Properties at the request Loans, 100% of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price Stated Principal Balance of all the Group III Mortgage Loans included in REMIC 1III‑1 and accrued interest on the Stated Principal Balance of each such Group III Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to, but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1III‑1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (y) if the Terminator is the Holder of a majority of the Percentage Interest in the Class I/II‑C Certificates or the Class III‑C Certificates, as applicable, or the NIMS Insurer (A) with respect to the Group I/II Mortgage Loans, the greater of (i) the aggregate Purchase Price of all the Group I/II Mortgage Loans included in REMIC I/II‑1, plus the appraised value of each REO Property, if any, included in REMIC I/II‑1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (Bii) the aggregate fair market value of all of the assets of REMIC 1 I/II‑1 relating to the Group I/II Mortgage Loans (as determined by the Terminator, 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 Group I/II Certificateholders pursuant to the third paragraph of this Section 9.019.01(c)), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and (B) with respect to the Group III Mortgage Loans, the greater of (i) the aggregate Purchase Price of all the Group III Mortgage Loans included in REMIC III‑1, plus the appraised value of each related REO Property, if any, included in REMIC III‑1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (ii) the aggregate fair market value of all of the assets of REMIC III‑1 relating to the Group III Mortgage Loans (as determined by the Terminator, 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 Group III Certificateholders pursuant to Section 9.01(c)), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap AgreementNIMs Insurer, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any in each case, with interest on such Swap Termination Payment thereon at the applicable rate set forth in the Swap Agreement from Indenture and to the Early Termination Date until such Swap Termination Payment is extent not previously reimbursed or paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Master Servicer of all of the Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iiz) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. The Master Servicer may not exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts have been paid. The Securities Administrator shall notify the Sponsor, howeverupon notice of the Master Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust 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 right of the Master Servicer to exercise its purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal option with respect to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon (A) the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 10% of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price unpaid principal balance of all the Mortgage Loans included in REMIC 1, plus as of the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third paragraph Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any purchase option pursuant to this Section 9.01)10.01 and notice of any termination of the Trust or any portion of the Trust, specifying the Final Distribution Date upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date 128 upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any additional amounts such final payment and (3) 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 or agency of the Securities Administrator therein specified. Upon the exercise of its purchase option, the Master Servicer shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Certificate Account on such Final Distribution Date equal to the purchase price for the related assets of the Trust Estate computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the NIM Notes and any amounts necessary Securities Administrator shall cause to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable be distributed to the NIMS InsurerCertificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof, on the Indenture Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand with respect to the extent related REMICs (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests, as applicable, in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier Interests and Uncertificated Middle-Tier Interests, respectively, as provided in Section 5.02. If all of the Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one (1) year after the Swap Agreementsecond notice all the Certificates shall not have been surrendered for cancellation, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the purchase by the Terminator NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (as defined belowor if (i) such Holder fails to purchase on the Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer) of all of the Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month’s interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iiz) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate or the disposition of all REO Property. No party may exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, howeverupon notice of a party’s intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust 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 right of a party to exercise its purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal option with respect to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon (A) the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 10% of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price unpaid principal balance of all the Mortgage Loans included in REMIC 1, plus as of the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of all the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the assets purchase, the Master Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third paragraph Trustee (or Custodian on the Trustee’s behalf) shall, promptly following payment of the purchase price, release to the party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the Mortgage Loans in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. Notice of the exercise of any purchase option pursuant to this Section 9.0110.01 and notice of any termination of the Trust specifying the Final Distribution Date upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) 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 or agency of the Securities Administrator therein specified. Upon the exercise of its purchase option, the applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date, in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase price for the related assets of the Trust Estate computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph (net of the amount necessary to cover permitted withdrawals with respect to the Final Distribution Date from the Master Servicer Custodial Account pursuant to Section 3.11(a)(i), (ii), (iii), (iv), (v), (vii) and any additional amounts necessary (x), which amount shall be provided by the Master Servicer to pay all interest accrued on, as well as amounts necessary the Securities Administrator and remitted by the Securities Administrator to pay in full the principal balance ofMaster Servicer for deposit to the Master Servicer Custodial Account). Upon presentation and surrender of the Certificates, the NIM Notes and any amounts necessary Securities Administrator shall cause to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable be distributed to the NIMS InsurerCertificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof on the Indenture Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand with respect to the extent not previously reimbursed or paid related REMICs (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and any amounts payable by the Supplemental Interest Trust Trustee principal to the Swap Counterparty Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier Interests as provided in Section 5.02. Upon the exercise of any purchase option pursuant to this Section 10.01, the Trustee shall assign to the applicable party exercising its purchase option each of the applicable mortgage loan representations and warranties made pursuant to the Swap applicable Servicing Agreement, including any Swap Termination Payment payable underlying sale agreement and the Mortgage Loan Purchase Agreement, without recourse, representation or warranty. If the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in final distribution to such Certificateholders to continue to be held by the Supplemental Interest Trust Trustee including any interest on Securities Administrator in an Eligible Account for the benefit of such Swap Termination Payment at Certificateholders and the Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one (1) year after the second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute respect to all Certificates upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property then remaining in REMIC 1 the Trust all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date, (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received during such Collection Period in respect of each such Mortgage Loan and (iiz) any amounts due the Certificate Insurer under the Insurance Agreement (the "Termination Price") or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any such Mortgage Loan; 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, who are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.0110.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Certificate Insurer and the Servicer shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Insurer and not being an expense of the Trust. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Servicer to the Trustee as described in the preceding sentence, the Servicer shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for such assets of the Trust computed as above provided. Such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Accrued Certificate Interest applicable to such Offered Certificate and (ii) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any additional Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts necessary otherwise distributable on the final Distribution Date in the following order of priority: first, to pay the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on such Distribution Date. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all interest accrued on, as well as amounts necessary to pay in full of the principal balance ofrelevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the NIM Notes Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and any amounts necessary credited to reimburse the NIMS Insurer remaining Certificateholders by holding such funds uninvested in a separate escrow account for all amounts paid under the NIMs insurance policy benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other amounts reimbursable or otherwise payable case) shall give a second written notice to the NIMS Insurerremaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in each case, with interest thereon at the applicable rate set forth in the Indenture such escrow account and to the extent not previously reimbursed or remaining unclaimed shall be paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included and all REO Property remaining in REMIC 1 and accrued interest on the Trust Estate by the Master Servicer at a price equal to the sum of (i) 100% of the Stated Principal Balance of each such Mortgage Loan at the applicable Net (other than any Mortgage Rate in effect from time to time from the Due Date Loan as to which interest was last paid by the related Mortgagor or by an advance by the Servicer REO Property has been acquired and whose fair market value is included pursuant to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion clause (ii) below) and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (Aii) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 such REO Property (as determined by the TerminatorMaster 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 fourth paragraph of this Section 9.01Article X), and plus any additional amounts necessary to pay all interest accrued on, Class Unpaid Interest Shortfall for any Class of Certificates as well as amounts one month's interest at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. The Master Servicer may not exercise its purchase option until all Reimbursement Amounts for the Mortgage Loans subject to the purchase option have been paid. The Securities Administrator shall notify the Seller, upon notice of the Master Servicer's intent to exercise its purchase option, of any Reimbursement Amount outstanding. Regardless of the foregoing, 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 Joseph P. Kennedy, the late ambassador of the United States to the Courx xx Xx. Xxxxx, xiving on the date hereof. The right of the Master Xxxxxcer to purchase the Mortgage Loans is conditioned upon the aggregate Stated Principal Balance, as of the Final Distribution Date, being less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. If such right is exercised by the Master Servicer, the Securities Administrator shall, promptly following payment of the purchase price, release to the Master Servicer, or its respective designees, the Mortgage Files pertaining to such Mortgage Loans being purchased. Notice of any termination of the Trust, specifying, in the case of the Master Servicer, the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date), upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Master Servicer (if the Master Servicer exercises its right in respect of an optional purchase as described in this Section 10.01) or by the Securities Administrator (in any other case) by letter to the Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) 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 or agency of the Securities Administrator therein specified. If the Master Servicer is obligated to give notice to any Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to such Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Certificate Account on or before the Final Distribution Date, in immediately available funds an amount equal to the amount necessary to pay make the amount, if any, on deposit in full the principal balance ofCertificate Account on such Final Distribution Date, equal to the purchase price for the related assets of the Trust Estate computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the NIM Notes and any amounts necessary Securities Administrator shall cause to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable be distributed to the NIMS InsurerCertificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof, on the Indenture Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each such Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest-bearing Certificate and (b) the applicable Class PO Deferred Amount with respect to the extent Class 30-PO Certificates and (II) as to the Class 1-A-R and Class 1-A-LR Certificates, as applicable, the amounts, if any, which remain on deposit in the Certificate Account and are deemed to remain on deposit in the Upper-Tier Certificate Sub-Account (other than the amounts retained to meet claims) after application pursuant to clause (I) above. An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests as provided in Section 5.02. If the Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in final distribution to such Certificateholders to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Master Servicer (if the Master Servicer exercised its right in respect of an optional purchase as described in this Section 10.01) or the Securities Administrator (in any other case) shall give a second written notice to the Swap Counterparty pursuant remaining Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreementsecond notice all the Certificates shall not have been surrendered for cancellation, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, Servicer and the Trustee and the Delaware Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee pursuant to Section 8.05 Sections 5.05(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.06(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all of the Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iiz) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate or the disposition of all REO Property. Regardless of the foregoing, however, that in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxthx Xxxxx xx Xx. Xxxes, living on the date hereof. The right of the Servicer to xxxxxise its purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal option with respect to (a) if the Terminator is the Servicer purchasing the Group J Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon (i) the aggregate Stated Principal Balance of all the Group J Mortgage Loans included in REMIC 1 being less than 10% of the aggregate unpaid principal balance of all the Group J Mortgage Loans as of the Cut-off Date and accrued interest on (ii) the Stated Principal Balance purchase price calculated pursuant to clause (a) of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day paragraph of this Section 10.01 with respect to the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Group J Mortgage Loans and the related REO Properties at the request of and on behalf of an unaffiliated third party being less than or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal equal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all the Group J Mortgage Loans (other than any Group J Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that this clause (ii) shall not apply to any purchase by the Servicer if, at the time of the assets purchase, the Servicer is no longer subject to regulation by the Office of REMIC 1 the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS and (b) the Group X Mortgage Loans is conditioned upon (i) the aggregate Stated Principal Balance of all the Group X Mortgage Loans being less than 10% of the aggregate unpaid principal balance of all the Group X Mortgage Loans as of the Cut-off Date and (ii) the purchase price calculated pursuant to clause (a) of the first paragraph of this Section 10.01 with respect to the Group X Mortgage Loans and related REO Properties being less than or equal to the aggregate fair market value of the Group X Mortgage Loans (other than any Group X Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that this clause (ii) shall not apply to any purchase by the Servicer if, at the time of the purchase, the Servicer is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance ofArticle X. If such right is exercised, the NIM Notes and any amounts necessary to reimburse Trustee (or Custodian on the NIMS Insurer for all amounts paid under Trustee's behalf) shall, promptly following payment of the NIMs insurance policy and any other amounts reimbursable or otherwise payable purchase price, release to the NIMS Insurer, in each case, with interest thereon at Servicer or its designee the applicable rate set forth in the Indenture and Mortgage Files pertaining to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidMortgage Loans being purchased.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all of the Mortgage Loans and each all REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iiz) any Reimbursement Amount owed to the final payment or other liquidation (or any advance with respect thereto) Trust pursuant to Section 2.02 related to a Mortgage Loan. Regardless of the last Mortgage Loan or REO Property remaining in REMIC 1; providedforegoing, however, that in no event shall the trust 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 purchase by the Terminator right of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing to purchase the Mortgage Loans and is conditioned upon (A) the REO Properties on its own behalf, 100% aggregate of the aggregate Pool Stated Principal Balance of all of the Loan Groups being less than 10% of the aggregate unpaid principal balance of the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the second preceding paragraph being less than or equal to the aggregate fair market value of all the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Servicer if, at the time of the assets purchase, the Servicer is no longer subject to regulation by the Office of REMIC 1 (as the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Terminator, 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 fourth paragraph of this Section 9.01)Article X. If such right is exercised, the Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Servicer or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. Notice of any termination, specifying the applicable date upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any additional amounts such final payment and (3) 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 or agency of the Securities Administrator therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Securities Administrator, the Trustee and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit in the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to pay all interest accrued onmake the amount, if any, on deposit in the Certificate Account on the applicable Final Distribution Date equal to the purchase price for the related assets of the Trust computed as well above provided together with a statement as amounts necessary to pay in full the principal balance ofamount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Not less than five (5) Business Days prior to the Final Distribution Date, the NIM Notes and Securities Administrator shall notify the Servicer of the amount of any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable unpaid Reimbursement Amount owed to the NIMS InsurerTrust related to the Mortgage Loans and the Servicer shall deposit such amount in the Certificate Account not later than the Business Day preceding the Final Distribution Date. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof, on the Indenture Final Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the extent Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests as provided in Section 5.02. If all of the Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute respect to all Certificates upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property then remaining in REMIC 1 the Trust all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date, (y) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received during such Collection Period in respect of each such Mortgage Loan and (iiz) any amounts due the Certificate Insurer under the Insurance Agreement (the "Termination Price") or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any such Mortgage Loan; 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, who are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.0110.01. Such determination shall not be effective unless consented to in writing by the Certificate Insurer, which consent shall not be unreasonably withheld. In the event that the Certificate Insurer does not consent to the fair market value determined by the Servicer within three business days of receiving notice of such determination, the Certificate Insurer and the Servicer shall appoint a mutually agreed appraiser to make a determination as to such fair market value whose determination shall be final and binding on the Certificate Insurer and the Servicer, the expense of such appraisal being borne equally by the Servicer and the Certificate Insurer and not being an expense of the Trust. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee's interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Servicer to the Trustee as described in the preceding sentence, the Servicer shall deposit in the Certificate Account on or before the related Deposit Date for such final distribution in immediately available funds an amount equal to the purchase price for such assets of the Trust computed as above provided. Such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 3.02 and the related distribution thereof to Certificateholders. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Accrued Certificate Interest applicable to such Offered Certificate and (ii) as to the Servicer, any additional servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to the clauses (i) and (ii) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any additional Class C Carryforward Amount; PROVIDED, HOWEVER, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts necessary otherwise distributable on the final Distribution Date in the following order of priority: first, to pay the Holders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the related Offered Certificates, pro rata based on the Certificate Principal Balances thereof on such Distribution Date. The distribution on the final Distribution Date in connection with the purchase by the Servicer of the assets in the Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the Trustee and the Certificate Insurer the information with respect to the amounts so to be paid. In the event that all interest accrued on, as well as amounts necessary to pay in full of the principal balance ofrelevant Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the NIM Notes Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and any amounts necessary credited to reimburse the NIMS Insurer remaining Certificateholders by holding such funds uninvested in a separate escrow account for all amounts paid under the NIMs insurance policy benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other amounts reimbursable or otherwise payable case) shall give a second written notice to the NIMS Insurerremaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in each case, with interest thereon at the applicable rate set forth in the Indenture such escrow account and to the extent not previously reimbursed or remaining unclaimed shall be paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “"Termination Price”") equal to (a) if the Terminator is the Master Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Master Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.05(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.06(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (ia) the later of (I) the purchase by the Terminator (as defined below) Master Servicer of all of the Group 5 Mortgage Loans and each all related REO Property remaining in REMIC 1 the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Group 5 Mortgage Loan (other than any Group 5 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Group 5 Mortgage Loan (including any Group 5 Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Group 5 Mortgage Loan, (II) the purchase by the Master Servicer of all of the Crossed Loan Group Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Crossed Loan Group Mortgage Loan (other than any Crossed Loan Group Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Crossed Loan Group Mortgage Loan (including any Crossed Loan Group Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Crossed Loan Group Mortgage Loan and (III) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the OC Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer of the Mortgage Loans) of all of the OC Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (w) 100% of the unpaid principal balance of each OC Mortgage Loan (other than any OC Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (x) the fair market value of such REO Property plus one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each OC Mortgage Loan (including any OC Mortgage Loan as to which REO Property has been acquired), (y) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to an OC Mortgage Loan and (z) any Swap Termination Payments owed to the Swap Provider pursuant to the Interest Rate Swap Agreements or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate and the disposition of all REO Property. No party may exercise its purchase option with respect to the applicable Mortgage Loans, howeveruntil all Reimbursement Amounts for such Mortgage Loans have been paid. The Securities Administrator shall notify the Sponsor, that upon notice of a party's intent to exercise its purchase option of any related Reimbursement Amount outstanding. Regardless of the foregoing, in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxxx xxx Xxxxx xx Xt. James, living on the date hereof. The right of the Master Xxxvicer to exercise its purchase by option with respect to the Terminator of all Group 5 Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price is conditioned upon (the “Termination Price”i) equal to (aA) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Group 5 Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day being less than 5% of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price unpaid principal balance of all the Group 5 Mortgage Loans included in REMIC 1, plus as of the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(I) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of the Group 5 Mortgage Loans (other than any Group 5 Mortgage Loan as to which REO Property has been acquired) and the related REO Properties and (ii) (A) the aggregate Stated Principal Balance of all the Crossed Loan Group Mortgage Loans being less than 10% of the assets aggregate unpaid principal balance of REMIC 1 all the Crossed Loan Group Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(II) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of the Crossed Loan Group Mortgage Loans (other than any Crossed Loan Group Mortgage Loan as to which REO Property has been acquired) and the related REO Properties; provided, however, that each clause (B) in this paragraph shall not apply to any purchase by the Master Servicer if, at the time -190- of the purchase, the Master Servicer is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Terminator, Master 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 this Article X. If such right is exercised, the third Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment of the purchase price, release to the Master Servicer or its designee the Mortgage Files pertaining to the Shifting Interest Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Shifting Interest Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. The right of a party to exercise its purchase option with respect to the OC Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all of the OC Mortgage Loans being less than 10% of the aggregate unpaid principal balance of the OC Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(III) of the first paragraph of this Section 9.01)10.01 being less than or equal to the aggregate fair market value of the OC Mortgage Loans (other than any OC Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, and however, that this clause (B) shall not apply to any additional amounts necessary purchase by a party if, at the time of the purchase, such party is not subject to pay all interest accrued on, as well as amounts necessary to pay in full regulation by the principal balance ofOffice of the Comptroller of the Currency, the NIM Notes FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Master Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any amounts necessary such termination is furnished to reimburse Certificateholders pursuant to this Article X. If such right is exercised, the NIMS Insurer for all amounts paid under Trustee (or Custodian on the NIMs insurance policy and any other amounts reimbursable or otherwise payable Trustee's behalf) shall, promptly following payment of the purchase price, release to the NIMS Insurerparty exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. The right, title and interest of the party exercising its purchase option with respect to the OC Mortgage Loans in each case, with interest thereon at the applicable rate set forth in the Indenture and to such purchased OC Mortgage Loans and the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee related Mortgage Files shall be subject to the Swap Counterparty servicing rights of the Servicers pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidrelated Servicing Agreements.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the ServicerMaster Servicers, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by each Call Right Holder at a price equal to occur the sum of (i) 100% of the purchase by the Terminator Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 and (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate or the disposition of all REO Property. The WF Master Servicer, howeveras a Call Right Holder, that may not exercise its purchase option for the WF Group 1 Call Right Mortgage Loans until all WF Master Serviced Loan Reimbursement Amounts for the WF Group 1 Call Right Mortgage Loans have been paid. The WMMSC Master Servicer, as a Call Right Holder, may not exercise its purchase option for the WMMSC Group 1 Call Right Mortgage Loans until all WMMSC Master Serviced Loan Reimbursement Amounts for the WMMSC Group 1 Call Right Mortgage Loans have been paid. BANA, as a Call Right Holder, may not exercise its purchase option for the BANA Call Right Mortgage Loans until all WF Master Serviced Loan Reimbursement Amounts for the BANA Call Right Mortgage Loans have been paid. The WMMSC Master Servicer, as a Call Right Holder, may not exercise its purchase option for the WMMSC Group 3 Call Right Mortgage Loans until all WMMSC Master Serviced Loan Reimbursement Amounts for the WMMSC Group 3 Call Right Mortgage Loans have been paid. The WF Master Servicer, as a Call Right Holder, may not exercise its purchase option for the WF Group 3 Call Right Mortgage Loans until all WF Master Serviced Loan Reimbursement Amounts for the WF Group 3 Call Right Mortgage Loans have been paid. The Securities Administrator shall notify the Representing Party (if such party is unaffiliated with the WMMSC Master Servicer), upon notice of the WMMSC Master Servicer's intent to exercise its purchase option of either the WMMSC Group 1 Call Right Mortgage Loans or the WMMSC Group 3 Call Right Mortgage Loans, of any WMMSC Master Serviced Loan Reimbursement Amounts outstanding on the applicable Mortgage Loans and the Representing Party shall remit to the Securities Administrator for deposit to the Certificate Account any unpaid WMMSC Master Serviced Loan Reimbursement Amounts for the applicable Mortgage Loans not later than the Business Day preceding the next succeeding Distribution Date. The Securities Administrator shall notify the Seller, upon notice of WF Master Servicer's or BANA's intent to exercise its purchase option or the WF Group 1 Call Right Mortgage Loans or the WF Group 3 Call Right Mortgage Loans (in the case of the WF Master Servicer) or the BANA Call Right Mortgage Loans (in the case of BANA), of any WF Master Serviced Loan Reimbursement Amount outstanding for the related Mortgage Loans. Regardless of the foregoing, in no event shall the trust Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Courx xx Xx. Xxxxx, living xiving on the date hereof. The right of the WF Mastxx Xxrvicer, as a Call Right Holder, to purchase by the Terminator of all WF Group 1 Call Right Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the or WF Group 3 Call Right Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon the aggregate Stated Principal Balance of all the WF Group 1 Call Right Mortgage Loans included in REMIC or the WF Group 3 Call Right Mortgage Loans, as applicable, being less than 1% of the aggregate Cut-Off Date Principal Balance of such Mortgage Loans subject to the related purchase option. The right of the WMMSC Master Servicer, as a Call Right Holder, to purchase the WMMSC Group 1 and accrued interest on Call Right Mortgage Loans or WMMSC Group 3 Call Right Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of each the WMMSC Group 1 Call Right Mortgage Loans or the WMMSC Group 3 Call Right Mortgage Loans, as applicable, being less than 1% of the aggregate Cut-Off Date Principal Balance of such Mortgage Loan at Loans subject to the related purchase option. The right of BANA, as a Call Right Holder, to purchase the BANA Call Right Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the BANA Call Right Mortgage Loans being less than 1% of the aggregate Cut-Off Date Principal Balance of such Mortgage Loans subject to the related purchase option. In addition, the right of any Call Right Holder to purchase the applicable Net Mortgage Rate in effect from time to time from Loans is conditioned on the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including sum of clause (a)(i) and (ii) of the first day paragraph of the month in which such purchase is this Section 10.01 being less than or equal to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply to any purchase by a Call Right Holder if, at the time of purchase, such Call Right Holder is no longer subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Call Right Holder exercising its purchase right as of the close of business on the third Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01)10.01. If such right is exercised by the WF Master Servicer, and any additional amounts necessary to pay all interest accrued onBANA or the WMMSC Master Servicer, as well as amounts necessary to pay in full the principal balance ofapplicable, the NIM Notes and any amounts necessary to reimburse Securities Administrator shall, promptly following payment of the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable purchase price, release to the NIMS InsurerWF Master Servicer, in each caseBANA or the WMMSC Master Servicer, with interest thereon at as applicable, or their respective designees, the applicable rate set forth in the Indenture and Mortgage Files pertaining to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidMortgage Loans being purchased.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer, the Trustee Master Servicer and the Delaware Trustee (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests, REMIC 4 Regular Interests and the Classes of Certificates as hereinafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust 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 1 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalfMaster Servicer, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Master Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing Holder of a majority of the Mortgage Loans and Percentage Interest in the REO Properties at the request of and on behalf of an unaffiliated third party Class C Certificates or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, 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 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS Insurer, in each case, with interest thereon at the applicable rate set forth in the Indenture and to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paid. If a termination pursuant to this Section 9.01(a) or Section 9.01(b) will result in a claim under the Class I-A4 Policy or if any amount owed to the Class I-A4 Insurer under the Insurance Agreement will not be fully reimbursed after such termination, the consent of the Class I-A4 Insurer shall be required prior to the Terminator exercising such option.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.029.03, the Trust and the respective obligations and responsibilities under this Agreement of the DepositorCompany, the Servicer, Master Servicer and the Trustee and the Delaware Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates to Certificateholders as hereinafter hereafter set forth) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the Terminator Holder of a 50.01% or greater Percentage Interest in the Class R Certificates (as defined belowthe "Majority Class R Certificateholders") or its designee of all Mortgage Loans and each REO Property in respect thereof remaining in REMIC 1 the Trust Fund at a price equal to (a) 100% of the unpaid principal balance of each Mortgage Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in which the proceeds of such repurchase are to be distributed, plus (b) the appraised value of any REO Property (but not more than the unpaid principal balance of the related Mortgage Loan, together with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), less the good faith estimate of the Majority Class R Certificateholders of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Majority Class R Certificateholders and the Trustee at the expense of the Master Servicer, and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property remaining in REMIC 1respect thereof); providedPROVIDED, howeverHOWEVER, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in April 2033 and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The , and PROVIDED FURTHER, that the purchase price set forth above shall be increased as is necessary, as determined by the Terminator Majority Class R Certificateholders, to avoid disqualification of all Mortgage Loans and each REO Property remaining in any of REMIC 1 or REMIC 2 as a REMIC. In the case of any repurchase by the Majority Class R Certificateholders pursuant to clause (i), the Master Servicer shall be at a price (exercise reasonable efforts to cooperate fully with the “Termination Price”) equal to (a) if Trustee in effecting such repurchase and the Terminator is the Servicer purchasing transfer of the Mortgage Loans and related Mortgage Files and related records to the REO Properties on Majority Class R Certificateholders. The right of the Majority Class R Certificateholders or its own behalf, 100designee to repurchase all Mortgage Loans pursuant to (i) above shall be conditioned upon the aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 1% of the sum of the aggregate Stated Principal Balance of all the Initial Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate Cut-off Date and the Original Pre-Funded Amount. If such right is exercised, the Majority Class R Certificateholders, upon such repurchase, shall provide to the Trustee notice of such exercise prior to the Determination Date in effect from time the month preceding the month of purchase and the certification required by Section 3.16. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to time from the Due Date as to which interest was last paid Trustee for payment of the final distribution and cancellation, shall be given promptly by the related Mortgagor or Trustee by an advance by letter to the Servicer Certificateholders mailed (a) in the event such notice is given in connection with the Majority Class R Certificateholders's election to but repurchase, not including earlier than the first 15th day and not later than the 25th day of the month in which next preceding the month of such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and final distribution or (b) if otherwise during the Terminator is month of such final distribution on or before the Servicer purchasing Determination Date in such month, in each case specifying (i) the Mortgage Loans Distribution Date upon which final payment of the Certificates will be made upon presentation and the REO Properties surrender of Certificates at the request office of and on behalf of an unaffiliated third party or is the NIMS InsurerTrustee therein designated, the greater of (Aii) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 (as determined by the Terminator, as of the close of business on the third Business Day next preceding the date upon which notice amount of any such termination final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is furnished not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Majority Class R Certificateholders or its designee's election to repurchase, the Majority Class R Certificateholders pursuant or its designee shall deliver to the third paragraph Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of this Section 9.01), its own funds. Upon presentation and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full surrender of the principal balance ofCertificates by the Certificateholders, the NIM Notes and any amounts necessary to reimburse Trustee shall first, pay itself the NIMS Insurer Trustee's Fees for all amounts paid under the NIMs insurance policy such Distribution Date and any other amounts reimbursable or otherwise payable owing to the NIMS InsurerTrustee under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Majority Class R Certificateholders's election to repurchase, or (ii) if the Majority Class R Certificateholders elected to so repurchase, an amount determined as follows: with respect to each caseRegular Certificate (other than the Class A-IO Certificates and the Class A-5 Certificates), the outstanding Certificate Principal Balance thereof, plus with respect to each Regular Certificate (other than the Class A-PO Certificates), one month's interest thereon at the applicable rate Pass-Through Rate; and with respect to the Class R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in the Indenture and Section 4.01. Upon certification to the extent not previously reimbursed or paid and any amounts payable Trustee by a Servicing Officer, following such final deposit, the Trustee shall promptly release the Mortgage Files as directed by the Supplemental Interest Trust Majority Class R Certificateholders for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by the Majority Class R Certificateholders as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the Swap Counterparty pursuant remaining Certificateholders to surrender their Certificates for cancellation and receive the Swap Agreementfinal distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, including any Swap Termination Payment payable the Trustee shall take reasonable steps as directed by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at Company in writing, or appoint an agent to take reasonable steps, to contact the applicable rate set forth in remaining Certificateholders concerning surrender of their Certificates, and the Swap Agreement from cost thereof shall be paid out of the Early Termination Date until such Swap Termination Payment is paid.funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto. 121

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.06(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.07(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (a) the later of (i) the purchase of all of the Mortgage Loans in the Shifting Interest Loan Groups and all REO Property relating thereto by the Terminator an Auction Winner (as defined below) and (ii) the purchase of all the Group 7 Mortgage Loans and each all REO Property remaining in REMIC 1 and relating thereto by an Auction Winner or (iib) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; provided, however, that in no event shall the trust created hereby continue beyond Trust Estate and the expiration disposition of 21 years from all REO Property. On any Distribution Date on which either of (i) the death aggregate of the last survivor Pool Stated Principal Balances of the descendants Shifting Interest Loan Groups or (ii) the Pool Stated Principal Balance for Loan Group 7 is less than 10% of Xxxxxx X. Xxxxxxxthe aggregate unpaid principal balance of the related Mortgage Loans as of the Cut-off Date (each, a "Termination Date"), the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price Securities Administrator will initiate an auction process (the “"Termination Price”Auction") equal to (a) if the Terminator is the Servicer purchasing the sell such Mortgage Loans and the related REO Properties on its own behalfProperty of such Loan Group or Loan Groups. The Securities Administrator may not sell such Mortgage Loans and related REO Property unless the proceeds of the sale, 100% after deduction of the expenses of the sale and all unreimbursed fees and advances (the "Minimum Bid Price"), is at least equal to (i) the aggregate outstanding Class Certificate Balance of the related Certificates, plus all accrued and unpaid interest thereon to the Distribution Date following the date of the sale, in the case of the Shifting Interest Loan Groups or (ii) the sum of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and unpaid principal balance plus accrued interest on the Stated Principal Balance of for each such Group 7 Mortgage Loan at the applicable Net related Mortgage Interest Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion proceeds are distributed and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 related REO Property (as determined by the Terminator, Master Servicer (based solely on information provided to the Master Servicer by the Servicers) 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 sixth paragraph of this Section 9.01Article X), in the case of Loan Group 7. A Termination Auction may not occur until all Reimbursement Amounts for the Mortgage Loans subject to such Termination Auction have been paid. The Securities Administrator shall notify the Master Servicer of any Reimbursement Amount outstanding in the event a Termination Auction occurs and any additional amounts necessary the Master Servicer shall take such action as is required to pay all interest accrued oncause the applicable Servicer or the Seller to remit such Reimbursement Amount to the Securities Administrator for deposit into the Distribution Account prior to the Distribution Date following the date of sale. Regardless of the foregoing, as well as amounts necessary to pay in full no event shall the principal balance ofTrust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the NIM Notes and any amounts necessary to reimburse late ambassador of the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable United States to the NIMS InsurerCourx xx Xx. Xxxxx, xiving on the date hereof. Within five (5) Business Xxxx prior to the respective Termination Date, the Securities Administrator shall deliver a bid notice for the Mortgage Loans and the REO Properties to at least three institutions that are regular purchasers and/or sellers in each casethe secondary market of residential whole mortgage loans (other than Bank of America, with interest thereon at National Association or any Affiliate thereof). The bid notice shall specify the applicable rate Mortgage Loans and the REO Properties that are being sold, and identify the Minimum Bid Price and the other information necessary for the bidders to make bids. The Securities Administrator shall also be entitled to submit a bid for the Mortgage Loans and the REO Properties. All bids must be submitted to the Securities Administrator on a date determined by the Securities Administrator, which date shall be set forth in the Indenture bid notice. Only cash bids may be accepted. With respect to the Mortgage Loans and related REO Properties to be purchased, if one or more bids that exceed the Minimum Bid Price are received, the price (the "Termination Price") for such Mortgage Loans and related REO Property shall be equal to the highest price bid by a bidder, and such bidder (the "Auction Winner") shall complete the purchase of such Mortgage Loans and related REO Properties at the Termination Price before the next Distribution Date for the Certificates relating to such auctioned Mortgage Loans and REO Properties. If, however, no bid equals or exceeds the Minimum Bid Price for the applicable Mortgage Loans and related REO Properties, the Securities Administrator will continue to auction the applicable Mortgage Loans and related REO Property every three months until the Minimum Bid Price is received. Notice of any termination of a Loan Group or Loan Groups, specifying, the applicable date, upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator (in any other case) by letter to the applicable Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date, upon which final payment of the applicable Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. If the Master Servicer is obligated to give notice to any Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to such Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Distribution Account on or before, in the case of the Master Servicer, the applicable Distribution Date, in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Distribution Account on such Distribution Date, as applicable, equal to the purchase price for the related assets of the Trust Estate computed as above provided together with a statement as to the amount to be distributed on each applicable Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the applicable Certificates, the Securities Administrator shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Sections 5.02 and 5.03 hereof, as applicable, on the applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the Uncertificated Middle-Tier Interests and the Uncertificated Lower-Tier Interests and to the extent Uncertificated Group 7 Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Middle-Tier Interests, Uncertificated Lower-Tier Interests and Uncertificated Group 7 Lower-Tier Interests, respectively, as provided in Section 5.11. If the applicable Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Master Servicer or the Securities Administrator (in any other case) shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement hereunder of the Depositor, the Servicer, the Trustee Seller, the Depositor and the Delaware Trustee (other than the obligations obligation of the Servicer to the Trustee pursuant to Section 8.05 and of the Servicer to provide for and the Trustee to make certain payments in respect to Certificateholders after the final Distribution Date and the obligation of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates Seller to send certain notices as hereinafter set forth) and the Trust created hereby shall terminate in accordance with Section 3808 of the Delaware Trust Statute respect to all Certificates upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the final Distribution Date coinciding with or pursuant to this Article following the earlier to occur of (ia) the purchase by the Terminator (as defined below) Servicer of all Mortgage Loans and each REO Property then remaining in REMIC 1 the Trust and all property acquired by the Trust in respect of any such Mortgage Loan at a price equal to the sum of (x) 100% of the Principal Balance of each such Mortgage Loan (other than any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust and whose fair market value is included pursuant to clause (y) below) as of the final Distribution Date and (iiy) the fair market value of such acquired Mortgaged Property (determined as described below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as to which title to the underlying Mortgaged Property has been acquired by the Trust) through the end of the Collection Period preceding the date of repurchase and the aggregate amount of unreimbursed Servicing Advances made in respect of any such Mortgage Loan, less any payments of principal and interest received by the Trust during such Collection Period in respect of each such Mortgage Loan (the “Termination Price”) or (b) the final payment or other liquidation (or any advance with respect thereto) of the Principal Balance of the last Mortgage Loan or REO Property remaining in REMIC 1the Trust or the disposition of all property remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; 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, who are living on the date hereofClosing Date. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on the Stated Principal Balance of each such Mortgage Loan at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of Mortgaged Properties pursuant to the assets of REMIC 1 foregoing clause (as y) shall be determined by the Terminator, 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 9.0110.01. The right of the Servicer to purchase all outstanding Mortgage Loans pursuant to clause (a) above is exercisable only on or after the related Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the Termination Price specified in this Section to the Trustee for deposit in the Certificate Account pursuant to Section 3.02 (e) on or before the related Deposit Date and (ii) the Trustee, if it has received the Mortgage Files pursuant to Section 2.01, shall, promptly following remittance of such Termination Price, release to the Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased and all other documents furnished by the Servicer as are necessary to transfer the Trustee’s interest in the Mortgage Loans to the Servicer. Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation shall be given promptly by the Trustee (upon receipt of written directions from the Servicer, which directions shall be received by the Trustee not later than the 15th day of the month preceding the month of such final distribution) by letter to Certificateholders mailed not earlier than the first day and not later than the 10th day of the month of such final distribution specifying (a) the Distribution Date upon which final distribution of the related Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (b) the amount of any such final distribution and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of such Certificates at the office or agency of the Trustee therein specified. If the termination of the Trust is in connection with a purchase of the assets of the Trust by the Servicer pursuant to clause (a) of the first paragraph in this Section, the Trustee shall cause to be distributed to Certificateholders on the final Distribution Date, an amount equal to (i) as to the Offered Certificates, and upon presentation and surrender thereof, to the Holders thereof in proportion to their respective Percentage Interests the Certificate Principal Balance, and the Class Interest Distribution applicable to such Offered Certificate and (ii) as to the Servicer, any unpaid servicing compensation with respect to such Distribution Date (other than amounts retained to meet claims) after application pursuant to clause (i) above and payment to the Servicer of any amounts to which it is entitled as reimbursement hereunder and (iii) as to the Class C Certificateholders and upon presentation and surrender of the Class C Certificates, in proportion to their Percentage Interests, any amounts remaining after application pursuant to clauses (i) and (ii), up to an amount equal to the Class C Distribution Amount and any additional Class C Carryforward Amount; provided, however, that if the fair market value of any acquired property referred to in, or covered by, clause (a)(y) of the first paragraph of this Section is less than the Principal Balance of the related Mortgage Loan, then the excess of such Principal Balance over such fair market value shall be allocated in reduction of the amounts necessary to pay all interest accrued onotherwise distributable on the final Distribution Date in the following order of priority: first, as well as amounts necessary to pay in full the principal balance of, the NIM Notes and any amounts necessary to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable to the NIMS InsurerHolders of the applicable Class R Certificates, second to the Holders of the Class C Certificate and third to the Holders of the Offered Certificates, sequentially, in reverse order of priority, beginning with the Class of Offered Certificates then outstanding with the lowest relative payment priority, in each case, case until the respective Certificate Principal Balance thereof is reduced to zero. The distribution on the final Distribution Date in connection with interest thereon at the applicable rate set forth purchase by the Servicer of the assets in the Indenture and Trust shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. The Servicer shall provide in writing to the extent Trustee the information with respect to the amounts so to be paid. In the event that all of the relevant Certificateholders shall not previously reimbursed surrender their Certificates for final payment and cancellation on or before the fifth day following such final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in the final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by holding such funds uninvested in a separate escrow account for the benefit of such Certificateholders, and the Servicer (if the Servicer exercised its right to purchase the assets of the Trust as provided above) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, any funds deposited in such escrow account and remaining unclaimed shall be paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant Servicer and thereafter Certificateholders shall look only to the Swap Agreement, including Servicer with respect to any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on claims in respect of such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidfunds.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Servicers, the Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment last action required to the Certificateholders and the deposit of all amounts held be taken by or on behalf of the Trustee or the Trust and required hereunder to be so paid or deposited on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier to occur of (a) the later of (i) the purchase of all of the Mortgage Loans in Loan Group 1 and all REO Property relating thereto by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC 1 Master Servicer 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 1; 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. The purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 the Crossed Loan Groups and accrued interest on all REO Property relating thereto by the Master Servicer at a purchase price equal to the sum of (i) 100% of the Stated Principal Balance of each such Mortgage Loan at the applicable Net in such Loan Group (other than any Mortgage Rate in effect from time to time from the Due Date Loan as to which interest was last paid by the related Mortgagor or by an advance by the Servicer REO Property has been acquired and whose fair market value is included pursuant to but not including the first day of the month in which such purchase is to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion clause (ii) below) and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (Aii) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all of the assets of REMIC 1 such REO Property (as determined by the TerminatorMaster 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 fifth paragraph of this Section 9.01Article X), and plus any additional amounts necessary to pay all interest accrued on, Class Unpaid Interest Shortfall for any Class of Certificates as well as amounts one month's interest at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate and the disposition of all REO Property. The Master Servicer may not exercise its purchase option until all Reimbursement Amounts for the Mortgage Loans subject to the purchase option have been paid. The Securities Administrator shall notify the Seller, upon notice of the Master Servicer's intent to exercise its purchase option, of any Reimbursement Amount outstanding. The right of the Master Servicer to purchase the Group 1 Mortgage Loans or the Crossed Loan Group Mortgage Loans is conditioned upon (i) the Pool Stated Principal Balance of Loan Group 1 or (ii) the aggregate of the Pool Stated Principal Balances for the Crossed Loan Groups being less being less than 10% of the aggregate unpaid principal balance of the related Mortgage Loans as of the Cut-off Date (each, a "Termination Date"). If such right is exercised by the Master Servicer, the Trustee shall, promptly following payment of the purchase price, release to the Master Servicer, or its respective designees, the Mortgage Files pertaining to such Mortgage Loans being purchased. The Master Servicer's right, title and interest in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements. Regardless of the foregoing, 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 Joseph P. Kennedy, the late ambassador of the United States to the Courx xx Xx. Xxxxx, xiving on the date hereof. Notice of any terminatiox xx the Trust, specifying, in the case of the Master Servicer, the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date), upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Master Servicer (if the Master Servicer exercises its right in respect of an optional purchase as described in this Section 10.01) or by the Securities Administrator (in any other case) by letter to the applicable Certificateholders mailed not later than the 15th day of the month of such final distribution specifying (1) the applicable Distribution Date upon which final payment of the applicable Certificates shall be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the applicable Certificates at the office or agency of the Securities Administrator therein specified. If the Master Servicer is obligated to give notice to any Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to such Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Certificate Account on or before the Final Distribution Date, in immediately available funds an amount equal to the amount necessary to pay make the amount, if any, on deposit in full the principal balance ofCertificate Account on such Final Distribution Date, equal to the purchase price for the related assets of the Trust Estate computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the applicable Certificates, the NIM Notes and any amounts necessary Securities Administrator shall cause to reimburse the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable be distributed to the NIMS Insurerapplicable Certificateholders of each Class, in each case, with interest thereon at the applicable rate order set forth in Section 5.02 hereof on the Indenture applicable Distribution Date, and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand in respect of the related REMIC (other than the amounts retained to meet claims). An amount shall be distributed in respect of interest and principal, as applicable, to the extent Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests as provided in Section 5.02. After all distributions have been made as required by this paragraph, any amount remaining in any Reserve Fund shall be distributed to Banc of America Securities LLC. If the applicable Certificateholders do not previously reimbursed surrender their Certificates for final payment and cancellation on or paid and any amounts payable before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Distribution Account not distributed in final distribution to such Certificateholders of such Group to continue to be held by the Supplemental Interest Trust Trustee Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the Swap Counterparty pursuant remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto. If within one year after the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at second notice all the applicable rate set forth Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidEligible Account.

Termination Upon Purchase or Liquidation of All Mortgage Loans. (a) Subject to Section 9.0210.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee Securities Administrator and the Delaware Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Servicer to the Trustee Securities Administrator pursuant to Section 8.05 Sections 5.04(b) and of the Servicer to provide for and the Trustee to make payments in respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests and the Classes of Certificates as hereinafter set forth5.05(b)) shall terminate in accordance with Section 3808 of the Delaware Trust Statute upon the payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust and last action required hereunder to be so paid or deposited taken by the Securities Administrator on the Final Distribution Date coinciding with or pursuant to this Article X following the earlier of (a) the purchase of all the Mortgage Loans and all REO Property remaining in the Trust Estate by the Master Servicer at a price equal to occur the sum of (i) 100% of the purchase by the Terminator Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as defined to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) of all Mortgage Loans and each REO Property remaining in REMIC 1 and (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as any accrued and unpaid interest through the last day of the month of such purchase at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC 1; providedthe Trust Estate or the disposition of all REO Property. The Master Servicer may not exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The Securities Administrator shall notify the Seller, howeverupon notice of Master Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, that in no event shall the trust 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 right of the Master Servicer to purchase by the Terminator of all Mortgage Loans and each REO Property remaining in REMIC 1 shall be at a price (the “Termination Price”) equal to (a) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties on its own behalf, 100% of is conditioned upon the aggregate Stated Principal Balance of all the Mortgage Loans included in REMIC 1 and accrued interest on being less than 1% of the Stated aggregate Cut-Off Date Principal Balance of each such the Mortgage Loan at Loans. In addition, the right of the Master Servicer to purchase the applicable Net Mortgage Rate in effect from time to time from Loans is conditioned on the Due Date as to which interest was last paid by the related Mortgagor or by an advance by the Servicer to but not including sum of clause (a)(i) and (ii) of the first day paragraph of the month in which such purchase is this Section 10.01 being less than or equal to be effected, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion and (b) if the Terminator is the Servicer purchasing the Mortgage Loans and the REO Properties at the request of and on behalf of an unaffiliated third party or is the NIMS Insurer, the greater of (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC 1, plus the appraised value of each REO Property, if any, included in REMIC 1, such appraisal to be conducted by an appraiser selected by the Terminator in its reasonable discretion, and (B) the aggregate fair market value of all the Mortgage Loans being purchased (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this sentence shall not apply to any purchase by the Master Servicer if, at the time of purchase, the Master Servicer is no longer subject to regulation by the Office of the assets Comptroller of REMIC 1 (as the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for the purposes of the previous sentence and the first paragraph of this Section 10.01 will be determined by the Terminator, Master Servicer exercising its purchase right as of the close of business on the third (3rd) Business Day next preceding the date upon which such notice of the exercise of any such termination purchase right is furnished to Certificateholders pursuant to the third sixth paragraph of this Section 9.01), and any additional amounts necessary to pay all interest accrued on, as well as amounts necessary to pay in full 10.01. If such right is exercised by the principal balance ofMaster Servicer, the NIM Notes and any amounts necessary to reimburse Securities Administrator shall, promptly following payment of the NIMS Insurer for all amounts paid under the NIMs insurance policy and any other amounts reimbursable or otherwise payable purchase price, release to the NIMS InsurerMaster Servicer or its respective designees, in each case, with interest thereon at the applicable rate set forth in the Indenture and Mortgage Files pertaining to the extent not previously reimbursed or paid and any amounts payable by the Supplemental Interest Trust Trustee to the Swap Counterparty pursuant to the Swap Agreement, including any Swap Termination Payment payable by the Supplemental Interest Trust Trustee including any interest on such Swap Termination Payment at the applicable rate set forth in the Swap Agreement from the Early Termination Date until such Swap Termination Payment is paidMortgage Loans being purchased.