Termination Upon Repurchase or Liquidation Clause Samples

Termination Upon Repurchase or Liquidation of All Mortgage Loans. SECTION 9.02. Additional Termination Requirements.

Termination Upon Repurchase or Liquidation of All Mortgage Loans. ....................................................................................145 SECTION 9.02 Additional Termination Requirements..................................................147 ARTICLE X REMIC PROVISIONS

Termination Upon Repurchase or Liquidation of the Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (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 and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator 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 applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)). (b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (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 and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the G...

Termination Upon Repurchase or Liquidation of All Mortgage Loans 379 Section 9.02 Additional Termination Requirements 382 Section 10.01 REMIC Administration 383 Section 10.02 Grantor Trust Administration 386 Section 10.03 The Depositor, the Master Servicers and the Special Servicers to Cooperate with the Tax Administrator 389 Section 11.01 Intent of the Parties; Reasonableness 390

Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans.......................260 SECTION 9.02.

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. Section 9.02 Termination of REMIC 2, and REMIC 3. Section 9.03 Additional Termination Requirements.

Termination Upon Repurchase or Liquidation of All Mortgage Loans...361 SECTION 9.02. Additional Termination Requirements................................365 SECTION PAGE ------- ---- ARTICLE X ADDITIONAL TAX PROVISIONS

Termination Upon Repurchase or Liquidation of All Mortgage Loans 380 Section 9.02 Additional Termination Requirements 384 Section 10.01 REMIC Administration 385 Section 10.02 Use of Agents 388 Section 10.03 Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator 389 Section 10.04 Appointment of REMIC Administrators 389

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates. 150 Section 9.02. Termination of REMIC 3 and Retirement of Class R Certificates. 153 Section 9.03. Additional Termination Requirements. 154 ARTICLE X REMIC PROVISIONS 155 Section 10.01. REMIC Administration. 155 Section 10.02. Prohibited Transactions and Activities. 157 Section 10.03. Master Servicer and Trustee Indemnification. 158 ARTICLE XI MISCELLANEOUS PROVISIONS 159 Section 11.01. Amendment. 159 Section 11.02. Recordation of Agreement; Counterparts. 160 Section 11.03. Limitation on Rights of Certificateholders. 161 Section 11.04. Governing Law. 161 Section 11.05. Notices. 161 Section 11.06. Severability of Provisions. 162 Section 11.07. Successors and Assigns. 162 Section 11.08. Article and Section Headings. 162 Section 11.09. Notice to Rating Agencies. 162 Section 11.10. Rights of the Certificate Insurer. 163 Section 11.11. Control by the Certificate Insurer. 163 Section 11.12. Third Party Rights. 164 Signatures Acknowledgments Exhibit A Form of Class A Certificate Exhibit B-1 Form of Class M Certificate Exhibit B-2 Form of Class B Certificate Exhibit B-3 Form of Class C Certificate Exhibit B-4 Form of Class P Certificate Exhibit B-5 Form of Class R Certificate Exhibit C Form of Trustee Initial Certification Exhibit D Form of Trustee Final Certification Exhibit E Form of Remittance Report Exhibit F-1 Request for Release Exhibit F-2 Request for Release for Mortgage Loans Paid in Full Exhibit G-1 Form of Investor Representation Letter Exhibit G-2 Form of Transferor Representation Letter Exhibit G-3 Form of Rule 144A Investment Representation Exhibit G-4 Transferor Certificate for Transfers of Residual Certificates Exhibit G-5 Transfer Affidavit and Agreement for Transfers of Residual Certificates Exhibit H Mortgage Loan Schedule Exhibit I Sponsor Representations and Warranties Exhibit J Form for Information Under Section 3.24 Exhibit K Impac Funding Corporation Servicing Guide Exhibit L-1 Form 10-K Certification Exhibit L-2 Form 10-K Back-up Certification (Master Servicer) Exhibit L-3 Form 10-K Back-up Certification (Trustee) Exhibit L-4 Form of Back-up Certification to Form 10-K Certificate Exhibit M Form of Interest Rate Swap Agreement and Cap Contracts Exhibit N Servicing Criteria to be Addressed in Assessment of Compliance Exhibit O Form 10-D, Form 8-K and Form 10-K Reporting Responsibility Exhibit P [reserved] Exhibit Q Form of Countrywide Servicing Agreement Exhibit R Form of Item 1115 Agre...