Common use of Termination of Trust Clause in Contracts

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC Estate is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (ii) abovec), the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder under a Trust Agreement and all obligations created by this Agreement thereby will terminate upon the earliest of (i) the payment to the Owners Holders of all Certificates (including the Certificate Insurer, pursuant to its subrogation and reimbursement rights), from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement upon the later last to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust EstateEstate and (c) if an election has been made to treat certain assets of the Trust as a REMIC, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners Holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such liquidation constitutes constitutes, as to the REMIC, a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans assets constituting the REMIC and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. The Holders of the Certificates agree, by acceptance of Certificates, that there may be no claim under any Certificate Insurance Policy following termination of the Trust pursuant to clause (c) of the first sentence of this Section 9.01 without the consent of the Certificate Insurer. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxXxxxxxx Xxxxxx Xxxx, the late Ambassador former President of the United States to the United KingdomStates, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder and Certificate Insurer in the manner set forth in Section 11.5 11.05 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate or (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iib) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupswith respect to each REMIC, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, Liquidation and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to the Certificate Insurer and each Owner in the manner set forth in Section 11.5 12.5 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomUnixxx Xxxxxxx, living xxxxng on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof.

Termination of Trust. (a) The respective obligations and responsibilities of the Trust created hereunder Depositor and all obligations the Owner Trustee created by this Agreement will and the Trust created by this Agreement shall terminate upon the earliest of (i) the maturity or other liquidation of the last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) the payment to the Owners Noteholders and any other party entitled thereto of the entire outstanding principal balance of the Notes, together with accrued interest thereon to the date of repayment, and all Certificates from other amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement upon and the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust EstateTransaction Documents, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described at the time provided in Section 9.2, 9.3 and 9.4 hereof9.02 below; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will that in no event shall the Trust trust created by this Agreement continue beyond the expiration of twenty-one (21) 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 United Kingdom, living on the date hereof. The Trustee of this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 8.02 shall give written notice of survive the termination of the Agreement Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective termination pursuant to each Owner in the manner set forth this Section 9.01. Except as provided in Section 11.5 hereof9.02, the bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Certificate Insurer any amounts owed under the Insurance Agreement and return the Certificate Insurance Policy to the Certificate Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupswith respect to the REMIC Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder under a Trust Agreement and all obligations created by this Agreement thereby will terminate upon the earliest of (i) the payment to the Owners Holders of all Certificates (including the Certificate Insurer, pursuant to its subrogation and reimbursement rights), from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust EstateEstate and (c) if an election has been made to treat certain assets of the Trust as a REMIC, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners Holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer and (yii) provide to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such liquidation constitutes constitutes, as to the REMIC, a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans assets constituting the REMIC and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. The Holders of the Certificates agree, by acceptance of the Certificates, that there may be no claim under any Certificate Insurance Policy following termination of the Trust pursuant to clause (c) of the first sentence of this Section 9.01 without the consent of the Certificate Insurer. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxXxxxxxx Xxxxxx Xxxx, the late Ambassador former President of the United States to the United KingdomStates, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder and the Certificate Insurer in the manner set forth in Section 11.5 11.05 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereofhereof ; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Home Equity Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both Mortgage each of the Home Equity Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such 101 liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Home Equity Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both Mortgage each of the Home Equity Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCoxxx xx Xxxxx Xxxxs, living on the date hereof. The Trustee shall give written notice of notixx xx termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupswith respect to the REMIC Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation; provided, however, that no such liquidation plan shall be adopted without the consent of the Certificate Insurer if such liquidation would result in a claim under the Certificate Insurance Policy. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners Holders of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust Upper-Tier REMIC or the Lower-Tier REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners Holders of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Upper-Tier REMIC or the Lower- Tier REMIC, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under 105 the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the this Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 9.02 or 9.03 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Loans as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Certificate Insurer any amounts owed under the Insurance Agreement and return the Certificate Insurance Policy to the Certificate Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Group I Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates (including the Certificate Insurer, pursuant to its subrogation rights), from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC Estate is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC Estate to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner and the Certificate Insurer in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners Holders of all Certificates (including the Certificate Insurer, pursuant to its subrogation and reimbursement rights), from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners Holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer and (yii) provide to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. The Holders of the Certificates agree, by acceptance of the Certificates, that there may be no claim under the Certificate Insurance Policies following termination of the Trust pursuant to clause (c) of the first sentence of this Section 5.01. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder and the Certificate Insurer in the manner set forth in Section 11.5 hereof11.05 of the Standard Terms.

Termination of Trust. Fund Upon Repurchase or -------------------------------------------- Liquidation of All Mortgage Loans. (a) The Trust obligations and --------------------------------- responsibilities of the Trustee created hereunder and all obligations created by this Agreement will hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate upon on the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Fund and the disposition of all REO Property and (ii) at any time when a Qualified Liquidation the sale of both Mortgage Loan Groups included within the property held by the Trust is effected as described below or (iii) as described Fund in accordance with Section 9.2, 9.3 and 9.4 hereof7.01(b); provided, -------- however, that in no event shall the Trust Fund created hereunder shall not terminate at any time that hereby continue ------- beyond the Certificate Principal Balance earlier of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (iii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) 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 United KingdomCourt of St. James's, living on the date hereof, and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of Any termination of the Agreement Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) On any Distribution Date occurring after the date on which the aggregate Scheduled Principal Balance of the Mortgage Loans is less than 5% of the Cut-off Date Aggregate Principal Balance, the Depositor may cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. The property of the Trust Fund shall be sold at a price (the "Termination Price") equal ----------------- to: (i) 100% of the unpaid principal balance of each Owner Mortgage Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the manner set forth in Section 11.5 hereofDue Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Servicer and the Trustee.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the 203968.5d liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, the of the Home Equity Loans as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupswith respect to the REMIC Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Certificates, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC Estate is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC Estate to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property Property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation liquidation, which plan shall be described by such Owners with specificity, for both each of the Mortgage Loan GroupsGroups and each of the Master REMIC and the Subsidiary REMIC, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee (the cost of which opinion shall be an expense of the Trust and which opinion shall be at no expense to the Trustee) to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the this Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners holders of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, and (iic) at any time when a Qualified Liquidation of both the Mortgage Loan Groups Loans included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Depositor and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof13.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Certificates, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC Estate is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 9.02 or 9.03 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement 104 111 pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Certificate Insurer any amounts owed under the Insurance Agreement and return the Certificate Insurance Policy to the Certificate Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Certificate Insurer any amounts owed under the Insurance Agreement and return the Certificate Insurance Policy to the Certificate Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCouxx xx Xxxxx Xxxxx, living on the date hereof. The Trustee shall give written notice of noticx xx termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Insurer any amounts owed under the Insurance Agreement and return the Insurance Policy to the Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners holders of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, and (iic) at any time when a Qualified Liquidation of both the Mortgage Loan Groups Loans included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Depositor and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James, living on the date hereof. The Trustee Thx Xxxstee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof12.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after 119 133 the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners holders of all Certificates from amounts other than those available under and the Certificate Insurance Policies Insurer of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, and (iic) at any time when a Qualified Liquidation of both the Mortgage Loan Groups Loans included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause CLAUSE (iiC) above, the Owners holders of all Certificates then Outstanding Outstanding, with the consent of the Certificate Insurer shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Depositor and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereofSECTION 12.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe REMIC Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by 102 114 Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners Holders of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement 104 upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust Upper-Tier REMIC or the Lower-Tier REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners Holders of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Upper-Tier REMIC or the Lower-Tier REMIC, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust Upper-Tier REMIC or the Lower-Tier REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Upper-Tier REMIC or the Lower- Tier REMIC, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an 98 112 opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, and (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously 103 direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the this Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomXxxxx xx Xxxxx Xxmes, living on the date hereof. The Trustee shall give written notice noxxxx of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Home Equity Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both Mortgage each of the Home Equity Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.