Common use of Termination upon Liquidation or Purchase of the Mortgage Loans Clause in Contracts

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (A) 100% of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennxxx, xxx xxxx Xxxassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03Sections 11.02 and 11.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Securities Administrator, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, by Avelo (or if Avelo is no longer acting as a Servicer of any of the Mortgage Loans, the Depositor, at its option, may request the Securities Administrator to solicit bids in a commercially reasonable manner, on or after the Optional Termination Date (such event, the "Auction Call"), for the purchase of all of the Mortgage Loans (and REO Properties) at the Termination Price; provided that the Securities Administrator may or may not accommodate any such request in its sole discretion) or Litton, as applicable, of all Mortgage Loans (and REO Properties) remaining at the price thx xxxxe equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage RateInterest Rate and the amount of outstanding Servicing Advances on such Mortgage Loans through the Due Date preceding the date of purchase, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two an independent appraisers appraiser selected by the Depositor Person electing to terminate the Trust Fund, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right proceeds of the purchase or sale of such assets of the Trust on to repurchase all the Optional Termination Date or pursuant to the Auction Call described in Section 11.01 above (other than, with respect to any Mortgage Loan and the related REO Property, an amount equal to the excess, if any, of the amount in Section 11.01(a)(ii) over the sum of the amount in Section 11.01(a)(i) (such excess, the "Fair Market Value Excess")) will be distributed to the holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class RC Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class RC Certificates, the proceeds of such a purchase or sale will be conditioned upon treated as a prepayment of the aggregate Stated Principal Balance Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the appraised value REO Properties as a result of the REO Properties at exercise by Avelo, Litton or the time of any such repurchase, aggregating less than ten percent of Auction Call will result in the Aggregate Collateral Balance as of the Cut-off final distribution xx xhe Xxxxxficates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicer, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by exercise of an Option to Purchase, on or after the Optional Termination Holder Date, in the aggregate of all Mortgage Loans (and REO Properties) remaining at the price (the “Termination Price”) equal to the sum of (Ai) 100100.00% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor that Trust Fund and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) all xxxxxxxxxxxx X&X Advances, Servicing Advances and indemnification payments payable to the Servicer (Civ) any unreimbursed Servicing Advances indemnification payments payable to the Trustee, the Securities Administrator, the Master Servicer or the Depositor under this Agreement and (v) any Swap Termination Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates and any other Classes of Certificates which constitute NIM Securities) pursuant to clause (a) above shall be conditioned upon Section 11.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Master Servicer, remits to the Cut-off DateSecurities Administrator an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.02 and Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person electing to terminate the Trust Fund (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, selected by the Majority Class C Certificateholder), at the expense of such Person (or in the Depositor case of the Servicer, acting at the direction of the Majority Class C Certificateholder, the Majority Class C Certificateholder), plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer(s) at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03Sections 11.02 and 11.03, the rights, obligations and responsibilities of the Depositor, the SellerServicers, the Servicers Master Servicer, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by Saxon or Countrywide Servicing, individually or together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Saxon or Countrywide Servicing, individually or together, at the expense of Saxon or Countrywide Servicing, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 11.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Master Servicer at the direction of the Majority Class X Certificateholder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Majority Class X Certificateholder at its expense, plus accrued and unpaid interest on the related mortgage loans at the expense of the Depositor applicable mortgage rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (Ciii) any unreimbursed Servicing Advances the sum of all outstanding Basis Risk Carry Forward Amounts ("Termination Price") and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. If the Depositor or its affiliate is a Class X Certificateholder, the Depositor may only exercise its right to direct the Master Servicer to purchase the Mortgage Loans pursuant to this Section 11.01 with at least one other unaffiliated Person that holds at least a 10% interest in the Class X Certificates. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Majority Class X Certificateholders at a price equal to the Termination Price. Notwithstanding anything in this Agreement to contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Majority Class X Certificateholders in an amount equal to the Termination Price. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of such Servicer, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account(s) an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Custodian and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price (the "Termination Price") equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (Cv) any unreimbursed Servicing Advances indemnification payments payable to the Custodian or the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Servicer shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Servicer remits to the Cut-off DateTrustee an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicer, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by exercise of an Option to Purchase, on or after the Optional Termination Holder Date, in the aggregate of all Mortgage Loans (and REO Properties) remaining at the price (the “Termination Price”) equal to the sum of (Ai) 100100.00% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor that Trust Fund and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) all uxxxxxxxxxxx X&X Advances, Servicing Advances and indemnification payments payable to the Servicer (Civ) any unreimbursed Servicing Advances indemnification payments payable to the Trustee, the Securities Administrator, the Master Servicer or the Depositor under this Agreement and (v) any Swap Termination Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates and any other Classes of Certificates which constitute NIM Securities) pursuant to clause (a) above shall be conditioned upon Section 11.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Master Servicer, remits to the Cut-off DateSecurities Administrator an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the Servicer shall have deposited in the Collection Account an amount to be remitted to the NIM Trustee which, in the aggregate, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the Servicer shall have deposited in the Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by either Servicer individually, or both Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of such Servicer, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall deposit in the related Collection Account(s) an amount to be remitted to the Trustee to be directly deposited in the noteholder account for the NIM Securities that, together with such remaining proceeds, is sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price (the "Termination Price") equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (Cv) any unreimbursed Servicing Advances indemnification payments payable to the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Servicer shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Servicer remits to the Cut-off DateTrustee an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (aii) above prior to such purchase, the Servicer remits to the Trustee an amount (which amount shall be conditioned upon directly remitted to the aggregate Stated Principal Balance Indenture Trustee for deposit in the Note Account) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Mortgage Loans and NIM Securities, to the appraised value of extent the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price (the "Termination Price") equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement (to the extent not received by the Swap Provider as a Replacement Swap Provider Payment), and (Cv) any unreimbursed Servicing Advances indemnification payments payable to the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Servicer shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Servicer remits to the Cut-off DateTrustee an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (A) 100% of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.02 and Section 11.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicer, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer (at the direction of the Majority Class C Certificateholder), on the Optional Termination Holder Date, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person electing to terminate the Trust Fund (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, selected by the Majority Class C Certificateholder), at the expense of such Person (or in the Depositor case of the Servicer, acting at the direction of the Majority Class C Certificateholder, the Majority Class C Certificateholder), plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment (to the extent not paid as a Replacement Swap Provider Payment) other than a Defaulted Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Majority Class X Certificateholder or the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person seeking to purchase such Mortgage Loans, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C"Termination Price") any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0310.03, the rights, obligations and responsibilities of the Depositor, the SellerServicers, the Servicers Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer(s) at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 10.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of such Servicer, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, each purchasing Servicer shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee which, in the aggregate, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0310.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price (the "Termination Price") equal to the greater of (1) the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer, at its expense, plus accrued and unpaid interest on the related mortgage loans at the expense of the Depositor applicable mortgage rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C2) the aggregate fair market value of each Mortgage Loan and any unreimbursed Servicing Advances REO Property, as determined by the highest bid received by the Trustee from closed bids solicited by the Depositor or its designee from at least three recognized broker/dealers (one of which may be an affiliate of the Depositor) that deal in similar assets) as of the close of business on the third Business Day preceding the date upon which a Notice of Final Distribution is furnished to Certificateholders pursuant to Section 10.02, plus accrued and unpaid interest on the Mortgage Loans at the applicable Mortgage Interest Rate; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by HomEq or JPMorgan, individually or together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor HomEq or JPMorgan, individually or together, at the expense of HomEq or JPMorgan, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, HomEq shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicer, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by exercise of an Option to Purchase, on or after the Optional Termination Holder Date, in the aggregate of all Mortgage Loans (and REO Properties) remaining at the price (the “Termination Price”) equal to the sum of (Ai) 100100.00% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor that Trust Fund and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) all uxxxxxxxxxxx X&X Advances, Servicing Advances and indemnification payments payable to the Servicer, (Civ) any unreimbursed Servicing Advances indemnification payments payable to the Trustee, the Securities Administrator, the Master Servicer or the Depositor under this Agreement and (v) any Swap Termination Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates and any other Classes of Certificates which constitute NIM Securities) pursuant to clause (a) above shall be conditioned upon Section 11.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Master Servicer, remits to the Cut-off DateSecurities Administrator an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's ’s accrued interest thereon at the applicable Mortgage Rate, (Bii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (Ciii) any unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereofhereof or (ii) the Distribution Date in August 2033. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Initial Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Seller, the Servicer, the Depositor, the Seller, the Servicers Trustee and the Certificate Registrar (other than the obligation of the Trustee created hereunder with respect to make certain payments to Certificateholders after the Trust Fund final Distribution Date and the obligation of the Servicer to send certain notices as hereinafter set forth) shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining at the price equal notice to the sum of (A) 100% of Trustee upon the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later earliest of (i) the maturity Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property Trust, and (iiiii) the distribution to Certificateholders optional purchase by the Servicer or an Affiliate of all amounts required to be distributed to them pursuant to this Agreementthe Servicer of the Mortgage Loans as described below. In Notwithstanding the foregoing, in no event shall the trusts trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right to repurchase all Servicer (or an Affiliate) may, at its option, terminate the Mortgage Loans in the Trust Fund and REO Properties pursuant retire the Certificates on the next succeeding Distribution Date upon which the current Pool Balance is 10% or less of the Pool Balance of the Mortgage Loans as of the Cut-off Date by purchasing all of the outstanding (i) Mortgage Loans in the Trust Fund at a price equal to clause (a) above shall be conditioned upon the aggregate Stated sum of the outstanding Principal Balance of the Mortgage Loans and except to the appraised value extent previously advanced by the Servicer and for which the Servicer has not been remimbursed, accrued and unpaid interest thereon at the related Mortgage Interest through the end of the Collection Period preceding the final Distribution Date plus unreimbursed Servicing Advances, Advances and any unpaid Servicing Fees and Trustee Fees allocable to such Mortgage Loans plus any costs or damages incurred by the Trust Fund in connection with any violation by such Mortgage Loan of any predatory or abusive lending laws, (ii) REO Properties in the Trust Fund at a price equal to their fair market value as determined in good faith by the time of Servicer and (iii) any Swap Termination Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Swap Agreement (the “Termination Price”). Notwithstanding the foregoing, the Servicer (or an Affiliate) may not exercise its optional purchase right unless any Reimbursement Amount owed to the Trust pursuant to Section 2.03 hereof has been paid. In connection with any such repurchasepurchase pursuant to the preceding paragraph, aggregating the Servicer shall deliver to the Trustee for deposit in the Distribution Account all amounts then on deposit in the Collection Account (less than ten percent amounts permitted to be withdrawn by the Servicer pursuant to Section 3.10), which deposit shall be deemed to have occurred immediately following such purchase. Any such purchase shall be accomplished by delivery to the Trustee for deposit into the Distribution Account as part of Available Funds on the Determination Date before such Distribution Date of the Aggregate Collateral Balance as of the Cut-off DateTermination Price.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person electing to terminate the Trust Fund (or in the case of Countrywide, acting at the direction of the Majority Class X Certificateholder, selected by the Majority Class X Certificateholder), at the expense of such Person (or in the Depositor case of Countrywide, acting at the direction of the Majority Class X Certificateholder, the Majority Class X Certificateholder), plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person electing to terminate the Trust Fund (or in the case of JPMorgan, acting at the direction of the Majority Class X Certificateholder, selected by the Majority Class X Certificateholder), at the expense of such Person (or in the Depositor case of JPMorgan, acting at the direction of the Majority Class X Certificateholder, the Majority Class X Certificateholder), plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.02 and Section 11.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer (at the direction of the Majority Class C Certificateholder) or Ocwen, as applicable, on the Optional Termination Holder Date, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person electing to terminate the Trust Fund (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, selected by the Majority Class C Certificateholder), at the expense of such Person (or in the Depositor case of the Servicer, acting at the direction of the Majority Class C Certificateholder, the Majority Class C Certificateholder), plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Majority Class X Certificateholder or the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Interest Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person seeking to purchase such Mortgage Loans, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C"Termination Price") any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, the late Ambassaxxx xx xxx xxxx Xxxassador of the United Xxxxxx States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Master Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Master Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Master Servicer at the expense of the Depositor Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent or less of the Aggregate Collateral Balance as of the aggregate Cut-off DateDate Principal Balance of the Mortgage Loans.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, by JPMorgan of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person electing to terminate the Trust Fund (or in the case of JPMorgan acting at the direction of the Majority Class C Certificateholder, selected by the Majority Class C Certificateholder), at the expense of such Person (or in the Depositor case of JPMorgan acting at the direction of the Majority Class C Certificateholder, the Majority Class C Certificateholder), plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerServicers, the Servicers Master Servicer, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by Saxon or Countrywide Servicing, individually or together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Saxon or Countrywide Servicing, individually or together, at the expense of Saxon or Countrywide Servicing, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 11.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (aii) above prior to such purchase, the Servicer remits to the Trustee an amount (which amount shall be conditioned upon directly remitted to the aggregate Stated Principal Balance Indenture Trustee for deposit in the Note Account) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Mortgage Loans and NIM Securities, to the appraised value of extent the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject 8. The Servicer shall have the right to purchase the Mortgage Loans under the provisions of Section 9.03, the rights, obligations and responsibilities 11.01 of the DepositorPooling and Servicing Agreement, which are summarized as of the SellerClosing Date as follows: The Servicer may, at its option, on any Distribution Date (as defined in the Servicers Pooling and Servicing Agreement) on which the Trustee created hereunder with respect to aggregate of the Trust Fund shall terminate upon Stated Principal Balances (as defined in the earlier Pooling and Servicing Agreement) of (a) the purchase by the Optional Termination Holder of all Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period (as defined in the Pooling and Servicing Agreement), to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) on such date is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans on the Cut-off Date, purchase, on such Distribution Date, all of the outstanding Mortgage Loans and REO Properties) remaining Properties at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) all unreimbursed principal and interest advances, Servicing Advances and indemnification payments payable to the Servicer, and (Civ) any unreimbursed Servicing Advances and (b) indemnification payments payable to the later of (i) Custodian, the maturity or other liquidation (or any Advance with respect thereto) of Master Servicer, the last Mortgage Loan remaining in the Trust Fund Securities Administrator and the disposition of all REO Property Trustee under the Pooling and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Servicing Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennxxx, xxx xxxx Xxxassador of the United States connection with any such purchase pursuant to the Court of St. James'spreceding paragraph, living the Servicer shall remit to the Securities Administrator for deposit in the Distribution Account (as defined in the Pooling and Servicing Agreement) all amounts then on deposit in the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above Custodial Account, which deposit shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any deemed to have occurred immediately preceding such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Datepurchase.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as or less of the Cut-off DateDate Pool Principal Balance.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer individually, or both the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of such Servicer, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCouxx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account(s) an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of of: (a) the Depositor requesting the Master Servicer to exercise its option to conduct an Auction Call for the purchase by of the Mortgage Loans and all other property of the Trust on a non-recourse basis with no representations or warranties of any nature whatsoever and the sale of all of the Property of the Trust Fund, on or after the Optional Termination Holder of Date (the Master Servicer shall accommodate such request to conduct an Auction Call at its sole discretion. If the Master Services accommodates such request, the Master Servicer shall be entitled to reimbursement for all Mortgage Loans (fees and REO Properties) remaining at the price equal to the sum of (A) 100% expenses incurred. The Property of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined Trust Fund shall be sold by the higher of two appraisals completed by two independent appraisers selected Trustee as directed by the Depositor at or the expense Master Servicer to the entity with the highest bid received by the Master Servicer from closed bids solicited by the Master Servicer or its designee; provided, that to effectuate such sale, the Master Servicer or its designee shall have made reasonable efforts to sell all of the Depositor property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which includes the good faith solicitation of competitive bids to prospective purchasers that are recognized broker/dealers for assets of this type and provided further that, (i) such sale price shall not be less than the Par Value as certified by the Depositor, (ii) the Master Servicer receives bids from no fewer than three (3) prospective purchasers (which may include the Majority Class X Certificateholder) and (yiii) such sale price shall be deposited with the Stated Principal Balance of each Mortgage Loan related Master Servicer prior to any REO Property, the Distribution Date following the month in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances which such value is determined); and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right “Termination Price” shall be equal to repurchase all the greater of: (1) the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at its expense, plus accrued and unpaid interest on the related mortgage loans at the applicable mortgage rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (iii) any Swap Termination Payment owed to the Swap Provider; and (2) the aggregate fair market value of each Mortgage Loan and any REO Property, as determined by the highest bid received by the Master Servicer from closed bids solicited by the Depositor or its designee from at least three recognized broker/dealers (one of which may be an affiliate of the Depositor) that deal in similar assets as of the close of business on the third Business Day preceding the date upon which a Notice of Final Distribution is furnished to Certificateholders pursuant to Section 11.02, plus accrued and unpaid interest on the Mortgage Loans at the applicable Mortgage Interest Rate. The proceeds of the purchase or sale of such assets of the Trust pursuant to the Auction Call described in this Section 11.01 (other than, with respect to any mortgage loan and the related property, an amount equal to the excess, if any, of the amount in Section 11.01(2) over the sum of the amount in Section 11.01(1) (such excess, the “Fair Market Value Excess”)) will be distributed to the holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class RC Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class RC Certificates, the proceeds of such a purchase or sale will be conditioned upon treated as a prepayment of the aggregate Stated Principal Balance Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the appraised value REO Properties as a result of the REO Properties at the time of any such repurchase, aggregating less than ten percent exercise of the Aggregate Collateral Balance as of Auction Call will result in the Cut-off final distribution on the Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Responsible Party and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date by the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the Servicer shall have deposited in the Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section Sections 9.02 and 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals an appraisal completed by two an independent appraisers appraiser selected by the Depositor Servicer, at the expense of the Depositor Servicer, plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C) any unreimbursed Servicing Advances "Termination Price"), and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Majority Class X Certificateholder or the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person seeking to purchase such Mortgage Loans, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C"Termination Price") any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, the late Ambassadxx xx xxx xxxx Xxxassador of the United Xxxxxx States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Master Servicer, the Trust Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum greater of (A) 100% of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (yi) the Stated Principal Balance of each the Mortgage Loan Loans (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised value of the REO Properties and (ii) fair market value of the Mortgage Loans and REO Properties (as determined and as agreed upon as of the close of business on the third Business Day next preceding the date upon which notice of any REO Propertysuch termination is furnished to the related Certificateholders pursuant to Section 9.02 by the Servicer, in each case plus accrued and unpaid interest thereon at the applicable weighted average of the Mortgage Rate and (C) any Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances Advances, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination payment payable to the Swap Provider (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any amounts owed to the NIM Insurer, if any (as it notifies the Servicer and the Trust Administrator in writing); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The In addition, if the Servicer does not exercise its option to purchase all the Mortgage Loans on the Optional Termination Date as described above, the NIM Insurer, if any, will have the right to repurchase purchase all Mortgage Loans and REO Properties pursuant in accordance with the terms described in this Section 9.01 if the Stated Principal Balance thereof, as of the last day of the Due Period, is equal to clause (a) above shall be conditioned upon or less than 5% of the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date, unless the insurance policy issued by such NIM Insurer has been terminated and all amounts owed to such NIM Insurer have been paid in full.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as or less of the Cut-off DateDate Pool Principal Balance.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0310.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, of all Mortgage Loans (and REO Properties) remaining at the price (the "Termination Price") equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Majority Class X Certificateholder at the its expense of the Depositor and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (Cv) any unreimbursed Servicing Advances indemnification payments payable to the Securities Administrator or the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; provided that in the case of clause (a) above, if the Depositor or any of its Affiliates is a Class X Certificateholder exercising this option, it may only do so with at least one other unaffiliated person that holds at least a 10% Percentage Interest in the Class X Certificates. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Majority Class X Certificateholder shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 10.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of extent the NIM Securities are then outstanding, plus any remaining amounts owed to the NIM Insurer or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Majority Class X Certificateholder remits to the Cut-off DateSecurities Administrator an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding, plus any remaining amounts owed to the NIM Insurer.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Vesta of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Mortgage RateRate and (ii) with respect to any REO Property, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (Ciii) any unreimbursed Advances, Servicing Advances and Servicing Fees payable to the other Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Master Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Master Servicer of all Mortgage Loans (and REO Properties) remaining in the related Loan Group at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan in such Loan Group (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property in such Loan Group as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Master Servicer at the expense of the Depositor Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan in such Loan Group related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties in a Loan Group pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties in such Loan Group, at the time of any such repurchase, aggregating less than then ten percent of the Aggregate Collateral Balance as of the aggregate Cut-off DateDate Principal Balance of the Mortgage Loans in such Loan Group.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section Sections 9.02 and 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by Saxon or Countrywide Servicing, individually or together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Saxon or Countrywide Servicing, individually or together, at the expense of Saxon or Countrywide Servicing, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Calmco of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Mortgage RateRate and (ii) with respect to any REO Property, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (Ciii) any unreimbursed Advances, Servicing Advances and Servicing Fees payable to the other Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennxxx, xxx xxxx Xxxassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Depositor and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Interest Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor party exercising the right to purchase the Mortgage Loans at the its expense of the Depositor and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C"Termination Price") any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. Notwithstanding the foregoing, the Servicer's right to purchase the Mortgage Loans pursuant to this Section 9.01 shall be subject to the following conditions precedent: the Servicer shall (i) provide written notice to the Trustee no later than the first day of the month in which the Optional Termination Date occurs and (ii) shall remit an amount equal to the Termination Price into the Distribution Account no later than the Servicer Remittance Date immediately preceding the Optional Termination Date. In the event the Servicer does not exercise its right to purchase the Mortgage Loans as of the first Distribution Date on which it is able to do so pursuant to clause (a) of this Section 9.01, the Depositor shall have the right to purchase the Mortgage Loans pursuant to clause (a) of this Section 9.01, on the same terms and subject to the same conditions as aforesaid. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) if the purchase Class X Certificates are not 100% owned, either directly or indirectly, by the Purchaser or any of its Affiliates, the purchase, on or after the Optional Termination Holder Date, by the Majority Class X Certificateholders in the aggregate of all Mortgage Loans (and REO Properties) remaining at the price (the "Termination Price") equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Majority Class X Certificateholder at the its expense of the Depositor and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer and (Civ) any unreimbursed Servicing Advances indemnification payments payable to the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; provided that in the case of clause (a) above, if the Depositor or any of its Affiliates is a Class X Certificateholder exercising this option, it may only do so with at least one other unaffiliated person that holds at least a 10% Percentage Interest in the Class X Certificates. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Majority Class X Certificateholder shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Majority Class X Certificateholder remits to the Cut-off DateTrustee an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Master Servicer, the Trust Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Net WAC Rate Carryover Amounts and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person seeking to purchase such Mortgage Loans, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C) any unreimbursed Servicing Advances “Termination Price”); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall No such purchase will be conditioned upon permitted without the aggregate Stated Principal Balance consent of the Mortgage Loans and Class A-2 Certificate Insurer, unless no draw on the appraised value of Class A-2 Certificate Insurance Policy would be made or unreimbursed on the REO Properties at final Distribution Date for the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off DateClass A-2 Certificates.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Depositor and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Majority Class X Certificateholder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor party exercising the right to purchase the Mortgage Loans at its expense, plus accrued and unpaid interest on the related mortgage loans at the expense of the Depositor applicable mortgage rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (Ciii) any unreimbursed Servicing Advances the sum of all outstanding Basis Risk Carry Forward Amounts ("Termination Price") and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. If the Depositor or its affiliate is a Class X Certificateholder, the Depositor may only exercise its right to purchase the Mortgage Loans pursuant to this Section 9.01 with at least one other unaffiliated Person that holds at least a 10% interest in the Class X Certificates. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of such Servicer, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (A) 100% of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0312.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by exercise of an Option to Purchase, on or after the Optional Termination Holder Date, in the aggregate of all Mortgage Loans (and REO Properties) remaining at the price (the “Termination Price”) equal to the sum of (Ai) 100100.00% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Master Servicer at the expense of the Depositor that Trust Fund and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) all uxxxxxxxxxxx X&X Advances, Servicing Advances and indemnification payments payable to the applicable Servicer and (Civ) any unreimbursed Servicing Advances indemnification payments payable to the Trustee, the Securities Administrator, the Master Servicer or the Depositor under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the Servicer shall have deposited in the Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Credit Risk Manager, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by exercise of an Option to Purchase, on or after the Optional Termination Holder Date, in the aggregate of all Mortgage Loans (and REO Properties) remaining at the price (the “Termination Price”) equal to the sum of (Ai) 100100.00% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Master Servicer at the expense of the Depositor that Trust Fund and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) amounts in reimbursement for Advances previously made with respect to the Mortgage Loans and other amounts as to which the Servicer, the Depositor, the Master Servicer, the Securities Administrator, the Credit Risk Manager or the Trustee are entitled to be paid or reimbursed pursuant to this Agreement and (Civ) any unreimbursed Servicing Advances Net Swap Payments remaining unpaid and any Swap Termination Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates and any other Classes of Certificates which constitute NIM Securities) pursuant to clause (a) above shall be conditioned upon Section 11.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Master Servicer, remits to the Cut-off DateSecurities Administrator an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicers, the Special Servicer and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Olympus of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's ’s accrued interest thereon at the applicable Mortgage RateRate and (ii) with respect to any REO Property, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (Ciii) any unreimbursed Advances, Servicing Advances and Servicing Fees payable to any Servicer other than Olympus which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Loan Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of such Servicer, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03Sections 11.02 and 11.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Securities Administrator, the Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, by Avelo (or if Avelo is no longer acting as the Servicer of any of the Mortgage Loans, the Depositor, at its option, may request the Master Servicer to solicit bids in a commercially reasonable manner, on or after the Optional Termination Date (such event, the "Auction Call"), for the purchase of all of the Mortgage Loans (and REO Properties) at the Termination Price; provided that the Master Servicer may or may not accommodate any such request in its sole discretion) of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage RateInterest Rate and the amount of outstanding Servicing Advances on such Mortgage Loans through the Due Date preceding the date of purchase, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two an independent appraisers appraiser selected by the Depositor Person electing to terminate the Trust Fund, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right proceeds of the purchase or sale of such assets of the Trust on to repurchase all the Optional Termination Date or pursuant to the Auction Call described in Section 11.01 above (other than, with respect to any Mortgage Loan and the related REO Property, an amount equal to the excess, if any, of the amount in Section 11.01(a)(ii) over the sum of the amount in Section 11.01(a)(i) (such excess, the "Fair Market Value Excess")) will be distributed to the holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class RC Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class RC Certificates, the proceeds of such a purchase or sale will be conditioned upon treated as a prepayment of the aggregate Stated Principal Balance Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the appraised value REO Properties as a result of the REO Properties at exercise by Avelo or the time of any such repurchase, aggregating less than ten percent of Auction Call will result in the Aggregate Collateral Balance as of final distribution on the Cut-off Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section Sections 9.02 and 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by (A) the Depositor Majority Class X Certificateholder (in the case of an optional termination exercised by the Servicer, acting at the direction of the Majority Class X Certificateholder) or (B) the Servicer (in the case of an optional termination exercised by the Servicer individually), in either case at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C“Termination Price”) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the Latest Possible Maturity Date and (ii) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right For purposes of this Agreement, the Person electing to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above exercise an optional termination on any Optional Termination Date shall be conditioned upon referred to as the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date“Electing Person.”

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than for REO Property) plus one month's ’s accrued interest thereon at the applicable Mortgage Rate less the Servicing Fee Rate, ; (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate Rate; (iii) any costs and damages incurred by the Trust Fund in connection with any violation by each Mortgage Loan of any predatory or abusive lending law and (Civ) any unreimbursed Servicing Advances Net Swap Payments and any Swap Termination Payment payable to the Swap Provider then due but unpaid or which is payable due to the exercise of such option; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property Property; and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereofhereof or the Latest Possible Maturity Date (as defined in the Preliminary Statement). The right to Servicer may repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon if the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of the repurchase, is less than ten (10) percent of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Upon termination of the Trust, the Servicer shall succeed to all rights of the Trustee and Certificateholders with respect to the Trust Fund, other than funds needed to make the final distribution, including any assets that were ever part of the Trust Fund. With such repurchase, aggregating less than ten percent the Servicer shall acquire any rights or potential rights of the Aggregate Collateral Balance as Certificateholders or the Trustee to causes of action against any Person relating to the Mortgage Loans or the origination of the Cut-off DateMortgage Loans, including, without limitation, the right to enforce any breach of a representation or warranty made at any time with respect to the Mortgage Loans. Upon termination of the Trust (as described above) the Trustee shall provide notice of such termination to the Swap Provider.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the Depositor exercising its option to request that GreenPoint purchase, and the purchase by GreenPoint pursuant to such exercise of, the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining and all rights and obligations under the Servicing Agreements on or after the Optional Termination Date, at the price (the "Termination Price") equal to the greater of (1) the sum of (Ai) 100% of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable unpaid principal balance of each Mortgage RateLoan (other than Mortgage Loans related to REO Properties), (Bii) interest accrued and unpaid on each the Mortgage Loan, (iii) any unreimbursed P&I Advances, fees and expenses of the Master Servicer, xxx Xxxxxxxxxx Xdministrator and the Trustee, (iv) any Swap Termination Payment other than a Defaulted Swap Termination Payment owed to the Swap Provider and (v) with respect to any REO Property, the lesser of (x) the appraised value of any each REO Property Property, as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor GreenPoint or its designee, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in and (2) the sum of (i) the aggregate unpaid Class Certificate Balance of each case plus class of certificates then outstanding, (ii) interest accrued and unpaid interest thereon at on the applicable Mortgage Rate and certificates, (Ciii) any unreimbursed Servicing Advances P&I Advances, fees and expenses of the Master Servicer, xxx Xxxxxxxxxx Xdministrator and the Trustee and (iv) any Swap Termination Payment other than a Defaulted Swap Termination Payment owed to the Swap Provider; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. The right proceeds of the sale of such assets of the Trust pursuant to repurchase all this Section 11.01 (other than, with respect to any mortgage loan and the related property, an amount equal to the excess, if any, of the amount in Section 11.01(a)(2) over the sum of the amount in Section 11.01(a)(1) (such excess, the "Fair Market Value Excess")) will be distributed to the holders of 105 the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class R-2 Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class R-2 Certificates, the proceeds of such a purchase will be conditioned upon treated as a prepayment of the aggregate Stated Principal Balance Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the purchase of the Mortgage Loans and the appraised value REO Properties as a result of the exercise by the Depositor of its option to request that GreenPoint purchase the Mortgage Loans and REO Properties at will result in the time of any such repurchase, aggregating less than ten percent of final distribution on the Aggregate Collateral Balance as of the Cut-off Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer (at the direction of Majority Class X Certificateholder) or by the NIM Insurer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Majority Class X Certificateholder or the NIM Insurer, as applicable, at the expense of the Depositor Majority Class X Certificateholder, plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) Liquidation Event of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Additionally, no such purchase will be permitted without the consent of the NIM Insurer if the resulting amount available for payment on the Class X and Class P Certificates would result in a draw under the NIM Insurance Policy or if any reimbursement due to repurchase all Mortgage Loans and REO Properties the NIM Insurer pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of NIM Insurance Policy would remain unpaid to the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off DateNIM Insurer.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (A) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Mortgage Rate, Rate and (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders and the Certificate Insurer of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennxxx, xxx xxxx Xxxassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance of the Mortgage Loans as of the Cut-off DateDate and the payment to the Certificate Insurer of all amounts due to it under this Agreement or the Insurance Agreement.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by either Servicer individually, or both Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of such Servicer, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account(s) an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by on or after the Optional Termination Holder Date, by the Master Servicer of all Mortgage Loans (and REO Properties) remaining ), at the price (the "Termination Price") equal to the greater of (1) sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Master Servicer at its expense, plus accrued and unpaid interest on the related mortgage loans at the expense of the Depositor applicable mortgage rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment other than a Defaulted Swap Termination Payment owed to the Swap Provider and (b2) the later aggregate fair market value of each Mortgage Loan and any REO Property, as determined by the highest bid received by the Trustee from closed bids solicited by the Depositor or its designee from at least three recognized broker/dealers (i) the maturity or other liquidation (or any Advance with respect thereto) one of which may be an affiliate of the last Mortgage Loan remaining Depositor) that deal in similar assets as of the Trust Fund and close of business on the disposition third Business Day preceding the date upon which a Notice of all REO Property and (ii) the distribution Final Distribution is furnished to Certificateholders of all amounts required to be distributed to them pursuant to this AgreementSection 11.02, plus accrued and unpaid interest on the Mortgage Loans at the applicable Mortgage Interest Rate. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, the late Ambassaxxx xx xxx xxxx Xxxassador of the United Xxxxxx States to the Court of St. James's, living on the date hereof. The right proceeds of the sale of such assets of the Trust (other than, with respect to repurchase all Mortgage Loans any mortgage loan and REO Properties pursuant the related property, an amount equal to clause the excess, if any, of the amount in Section 11.01(a)(2) over the sum of the amount in Section 11.01(a)(1) (asuch excess, the "Fair Market Value Excess")) above shall will be conditioned upon distributed to the aggregate Stated Principal Balance holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO properties will be distributed to the appraised value holders of the REO Properties at Class C Certificates. Except to the time of extent provided above with regard to allocating any such repurchase, aggregating less than ten percent Fair Market Value Excess to the holders of the Aggregate Collateral Balance Class C Certificates, the proceeds of such a purchase will be treated as a prepayment of the Cut-off Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the exercise by the Master Servicer of its option to purchase the Mortgage Loans and REO properties will result in the final distribution on the Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (aii) above prior to such purchase, the Servicer remits to the Trustee an amount (which amount shall be conditioned upon directly remitted to the aggregate Stated Principal Balance NIM Trustee for deposit in the Note Account) for the NIM Securities that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Mortgage Loans and NIM Securities, to the appraised value of extent the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Master Servicer, the Trust Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than 151 in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Net WAC Rate Carryover Amounts and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person seeking to purchase such Mortgage Loans, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C) any unreimbursed Servicing Advances “Termination Price”); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03Sections 11.02 and 11.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Securities Administrator, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, by Avelo (or if Avelo is no longer acting as a Servicer of any of the Mortgage Loans, the Depositor, at its option, may request the Master Servicer to solicit bids in a commercially reasonable manner, on or after the Optional Termination Date (such event, the "Auction Call"), for the purchase of all of the Mortgage Loans (and REO Properties) at the Termination Price; provided that the Master Servicer may or may not accommodate any such request in its sole discretion) of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage RateInterest Rate and the amount of outstanding Servicing Advances on such Mortgage Loans through the Due Date preceding the date of purchase, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two an independent appraisers appraiser selected by the Depositor Person electing to terminate the Trust Fund, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Interest Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement) (such sum, the "Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right proceeds of the purchase or sale of such assets of the Trust on to repurchase all the Optional Termination Date or pursuant to the Auction Call described in Section 11.01 above (other than, with respect to any Mortgage Loan and the related REO Property, an amount equal to the excess, if any, of the amount in Section 11.01(a)(ii) over the amount in Section 11.01(a)(i) (such excess, the "Fair Market Value Excess")) will be distributed to the holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class RC Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class RC Certificates, the proceeds of such a purchase or sale will be conditioned upon treated as a prepayment of the aggregate Stated Principal Balance Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the appraised value REO Properties as a result of the REO Properties at exercise by Avelo or the time of any such repurchase, aggregating less than ten percent of Auction Call will result in the Aggregate Collateral Balance as of final distribution on the Cut-off Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of of: (a) Avelo, at its option, purchasing (the "Avelo Call") (or, if Avelo is no longer acting as a Servicer of any of the Mortgage Loans, the Depositor may request the Master Servicer to exercise its option to conduct an Auction Call for the purchase by of) the Mortgage Loans and all other property of the Trust on a non-recourse basis with no representations or warranties of any nature whatsoever and the sale of all of the Property of the Trust Fund, on or after the Optional Termination Holder Date. The Master Servicer shall accommodate such request to conduct an Auction Call at its sole discretion. The Property of all Mortgage Loans (and REO Properties) remaining at the price equal Trust Fund shall be sold by the Trustee to the sum of (A) 100% entity with the highest bid received by the Trustee from closed bids solicited by the Master Servicer or its designee; provided that to effectuate such sale, the Master Servicer or its designee shall have made reasonable efforts to sell all of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense property of the Depositor Trust Fund for its fair market value in a commercially reasonable manner and (y) on commercially reasonable terms, which includes the Stated Principal Balance good faith solicitation of each Mortgage Loan related competitive bids to any REO Propertyprospective purchasers that are recognized broker/dealers for assets of this type and provided further that, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) such sale price shall not be less than the maturity or other liquidation (or any Advance with respect thereto) of Par Value as certified by the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and Depositor, (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In Master Servicer receives bids from no event shall fewer than three prospective purchasers (which may include the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennxxx, xxx xxxx Xxxassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans Majority Class X Certificateholder) and REO Properties pursuant to clause (aiii) above such sale price shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.deposited 107

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicer, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer in the aggregate of all Mortgage Loans (and REO Properties) remaining at the price (the “Termination Price”) equal to the sum of (Ai) 100100.00% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the its expense of the Depositor and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) all xxxxxxxxxxxx X&X Advances, Servicing Advances and indemnification payments payable to the Servicer and (Civ) any unreimbursed Servicing Advances indemnification payments payable to the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Servicer shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 11.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Servicer remits to the Cut-off DateSecurities Administrator an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Custodian, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining ), at the price (the "Termination Price") equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed Monthly Advances, Servicing Advances and indemnification payments payable to the Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement (to the extent not received by the Swap Provider as a Replacement Swap Provider Payment), and (Cv) any unreimbursed Servicing Advances indemnification payments payable to the Custodian, the Master Servicer, the Securities Administrator and the Trustee under this Agreement; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the Master Servicer exercising its option to solicit bids in a commercially reasonable manner for the purchase by of the Mortgage Loans and all other property of the Trust on a non-recourse basis with no representations or warranties of any nature whatsoever (such event, the "Auction Call") and the sale of all of the Property of the Trust Fund, on or after the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining at Date, by the price equal Trustee to the sum of (A) 100% entity with the 107 highest bid received by the Trustee from closed bids solicited by the Master Servicer or its designee; provided that to effectuate such sale, the Master Servicer or its designee shall have made reasonable efforts to sell all of the Aggregate Collateral Balance plus one month's accrued interest thereon at property of the applicable Mortgage RateTrust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which includes the good faith solicitation of competitive bids to prospective purchasers that are recognized broker/dealers for assets of this type and provided further that, (Bi) such sale price shall not be less than the Par Value as certified by the Depositor, (ii) the lesser of Master Servicer receives bids from no fewer than three prospective purchasers (xwhich may include the Majority Class X Certificateholder) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (yiii) such sale price shall be deposited with the Stated Principal Balance of each Mortgage Loan related Trustee prior to any REO Property, the Distribution Date following the month in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances which such value is determined and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. Jamestxx Xxxxx xx Xx. Xames's, living on the date hereof. The right proceeds of the sale of such assets of the Trust pursuant to repurchase all the Auction Call described in Section 11.01 (other than, with respect to any mortgage loan and the related property, an amount equal to the excess, if any, of the amount in Section 11.01(a)(2) over the sum of the amount in Section 11.01(a)(1) (such excess, the "Fair Market Value Excess")) will be distributed to the holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class R-2 Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class R-2 Certificates, the proceeds of such a purchase will be conditioned upon treated as a prepayment of the aggregate Stated Principal Balance Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the appraised value REO Properties as a result of the REO Properties at exercise by the time Master Servicer of any such repurchase, aggregating less than ten percent of its option to solicit bids therefor will result in the Aggregate Collateral Balance as of final distribution on the Cut-off Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on the Optional Termination Holder Date, by the Servicer, or an affiliate of the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two an independent appraisers appraiser selected by the Depositor Servicer, at the expense of Servicer's expense, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C"Termination Price") any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Master Servicer, the Trust Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum greater of (A) 100% of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (yi) the Stated Principal Balance of each the Mortgage Loan Loans (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised value of the REO Properties and (ii) fair market value of the Mortgage Loans and REO Properties (as determined and as agreed upon as of the close of business on the third Business Day next preceding the date upon which notice of any REO Propertysuch termination is furnished to the related Certificateholders pursuant to Section 9.02 by the Servicer, in each case plus accrued and unpaid interest thereon at the applicable weighted average of the Mortgage Rate and (C) any Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances Advances, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination payment payable to the Swap Provider (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any amounts owed to the NIMS Insurer, if any (as it notifies the Servicer and the Trust Administrator in writing); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer, individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by any Servicer, individually, or all of the Depositor Servicers together, at the expense of any Servicer, individually, or all of the Depositor Servicers together, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicers shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Majority Class X Certificateholder or the Servicer, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Interest Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person seeking to purchase such Mortgage Loans, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C"Termination Price") any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase purchase, on or after the applicable Optional Termination Date, by the Optional Termination Holder Servicer or the Class X Certificateholders of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxxx's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall No such purchase will be conditioned upon permitted without the aggregate Stated Principal Balance consent of the Mortgage Loans and Class A Certificate Insurer, unless no draw on the appraised value of Class A Insurance Policy would be made or unreimbursed on the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off final Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of of: (a) Avelo, at its option, purchasing (the "Avelo Call") (or, if Avelo is no longer acting as a Servicer of any of the Mortgage Loans, the Depositor may request the Master Servicer to exercise its option to conduct an Auction Call for the purchase by of) the Mortgage Loans and all other property of the Trust on a non-recourse basis with no representations or warranties of any nature whatsoever and the sale of all of the Property of the Trust Fund, on or after the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining Date. The Master Servicer shall accommodate such request to conduct an Auction Call at the price equal to the sum of (A) 100% its sole discretion. The Property of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined Trust Fund shall be sold by the higher of two appraisals completed by two independent appraisers selected Trustee as directed by the Depositor at or the expense Master Servicer to the entity with the highest bid received by the Master Servicer from closed bids solicited by the Master Servicer or its designee; provided, that to effectuate such sale, the Master Servicer or its designee shall have made reasonable efforts to sell all of the Depositor property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which includes the good faith solicitation of competitive bids to prospective purchasers that are recognized broker/dealers for assets of this type and provided further that, (i) such sale price shall not be less than the Par Value as certified by the Depositor, (ii) the Master Servicer receives bids from no fewer than three prospective purchasers (which may include the Majority Class X Certificateholder) and (yiii) such sale price shall be deposited with the Stated Principal Balance of each Mortgage Loan related Master Servicer prior to any REO Property, the Distribution Date following the month in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances which such value is determined; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxxs's, living on the date hereof. For purposes of this Section, the "Termination Price" shall be equal to the greater of: (1) the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at its expense, plus accrued and unpaid interest on the related mortgage loans at the applicable mortgage rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate; and (iii) any Swap Termination Payment other than a Defaulted Swap Termination Payment owed to the Swap Provider; and (2) the aggregate fair market value of each Mortgage Loan and any REO Property, as determined by the highest bid received by the Master Servicer from closed bids solicited by the Depositor or its designee from at least three recognized broker/dealers (one of which may be an affiliate of the Depositor) that deal in similar assets as of the close of business on the third Business Day preceding the date upon which a Notice of Final Distribution is furnished to Certificateholders pursuant to Section 11.02, plus accrued and unpaid interest on the Mortgage Loans at the applicable Mortgage Interest Rate. The right proceeds of the purchase or sale of such assets of the Trust pursuant to repurchase all the Avelo Call or the Auction Call described in Section 11.01 above (other than, with respect to any mortgage loan and the related property, an amount equal to the excess, if any, of the amount in Section 11.01(a)(2) over the sum of the amount in Section 11.01(a)(1) (such excess, the "Fair Market Value Excess")) will be distributed to the holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class RC Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class RC Certificates, the proceeds of such a purchase or sale will be conditioned upon treated as a prepayment of the aggregate Stated Principal Balance Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the appraised value REO Properties as a result of the REO Properties at the time of any such repurchase, aggregating less than ten percent exercise of the Aggregate Collateral Balance as of Avelo Call or the Cut-off Auction Call will result in the final distribution on the Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicers, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of of: (a) Avelo, at its option, purchasing (the “Avelo Call”) (or, if Avelo is no longer acting as a Servicer of any of the Mortgage Loans, the Depositor may request the Master Servicer to exercise its option to conduct an Auction Call for the purchase by of) the Mortgage Loans and all other property of the Trust on a non-recourse basis with no representations or warranties of any nature whatsoever and the sale of all of the Property of the Trust Fund, on or after the Optional Termination Holder Date. The Master Servicer shall accommodate such request to conduct an Auction Call at its sole discretion. The Property of all Mortgage Loans (and REO Properties) remaining at the price equal Trust Fund shall be sold by the Trustee to the sum of (A) 100% entity with the highest bid received by the Trustee from closed bids solicited by the Master Servicer or its designee; provided that to effectuate such sale, the Master Servicer or its designee shall have made reasonable efforts to sell all of the Aggregate Collateral Balance plus one month's accrued interest thereon at property of the applicable Mortgage RateTrust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which includes the good faith solicitation of competitive bids to prospective purchasers that are recognized broker/dealers for assets of this type and provided further that, (Bi) such sale price shall not be less than the Par Value as certified by the Depositor, (ii) the lesser of Master Servicer receives bids from no fewer than three prospective purchasers (xwhich may include the Majority Class X Certificateholder) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (yiii) such sale price shall be deposited with the Stated Principal Balance of each Mortgage Loan related Trustee prior to any REO Property, the Distribution Date following the month in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances which such value is determined and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right proceeds of the purchase or sale of such assets of the Trust pursuant to repurchase all the Avelo Call or the Auction Call described in Section 11.01 above (other than, with respect to any mortgage loan and the related property, an amount equal to the excess, if any, of the amount in Section 11.01(a) over Par Value (such excess, the “Fair Market Value Excess”)) will be distributed to the holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class RC Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class RC Certificates, the proceeds of such a purchase or sale will be conditioned upon treated as a prepayment of the aggregate Stated Principal Balance Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the appraised value REO Properties as a result of the REO Properties at the time of any such repurchase, aggregating less than ten percent exercise of the Aggregate Collateral Balance as of Avelo Call or the Cut-off Auction Call will result in the final distribution on the Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03Sections 11.02 and 11.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Master Servicer, the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by Saxon, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Saxon, at the expense of Saxon, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause Section 11.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (aii) above prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be conditioned upon remitted to the aggregate Stated Principal Balance NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding. No purchase of the Mortgage Loans and pursuant to this Section 11.01 shall be permitted without the appraised value of Certificate Insurer's consent if the REO Properties at resulting amount available for distribution on the time of Class A Certificates would result in a draw under the Certificate Insurance Policy, or if any such repurchase, aggregating less than ten percent of Reimbursed Amount or any amounts owed or reimbursable to the Aggregate Collateral Balance as of Certificate Insurer under this Agreement or under the Cut-off DateInsurance Agreement would remain unpaid to the Certificate Insurer.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Custodian and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price (the "Termination Price") equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement (to the extent not received by the Swap Provider as a Replacement Swap Provider Payment), and (Cv) any unreimbursed Servicing Advances indemnification payments payable to the Custodian or the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Servicer shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Servicer remits to the Cut-off DateTrustee an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Master Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Master Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% [100]% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Master Servicer at the expense of the Depositor Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent or less of the Aggregate Collateral Balance as of the aggregate Cut-off DateDate Principal Balance of the Mortgage Loans.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Majority Class X Certificateholder or the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person seeking to purchase such Mortgage Loans, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C"Termination Price") any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, the late Ambassadxx xx xxx xxxx Xxxassador of the United Xxxxxx States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by either Servicer individually, or both Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of the Depositor such Servicer and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor such Servicer at the expense of such Servicer, plus accrued and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall deposit in the related Collection Account(s) an amount to be remitted to the Indenture Trustee for deposit in the Note Account for the NIM Securities that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicers, the Special Servicer and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder Olympus of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's ’s accrued interest thereon at the applicable Mortgage RateRate and (ii) with respect to any REO Property, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (Ciii) any unreimbursed Advances, Servicing Advances and Servicing Fees payable to any Servicer other than Olympus which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties Loans, at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Initial Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section Sections 9.02 and 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by Saxon, Wells Fargo or Countrywide Servicing, individually or together, of all Mortgage Xxxxxage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Saxon, Wells Fargo or Countrywide Servicing, individually or together, at the expense xxxxxse of Saxon, Wells Fargo or Countrywide Servicing, individually or together, plus acxxxxx and unpaid interest on each Mortgage Loan at the Depositor applicable Mortgage Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (Ciii) any unreimbursed Servicing Advances Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause (a) above shall be conditioned upon Section 9.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of any such repurchaseand accrued and unpaid interest on the NIM Securities, aggregating less than ten percent of to the Aggregate Collateral Balance as of extent the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the rights, obligations and responsibilities of the Depositor, the SellerMaster Servicer, the Servicers Servicer, the Credit Risk Manager the Securities Administrator and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by exercise of an Option to Purchase, on or after the Optional Termination Holder Date, in the aggregate of all Mortgage Loans (and REO Properties) remaining at the price (the “Termination Price”) equal to the sum of (Ai) 100100.00% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor that Trust Fund and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification payments payable to the Servicer, (Civ) any unreimbursed Servicing Advances indemnification payments payable to the Trustee, the Securities Administrator, the Master Servicer or the Depositor under this Agreement and (v) any Swap Termination Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates and any other Classes of Certificates which constitute NIM Securities) pursuant to clause (a) above shall be conditioned upon Section 11.02, the aggregate Stated Principal Balance distribution of the Mortgage Loans remaining proceeds to the Class X and Class P Certificates is sufficient to pay the appraised value outstanding principal amount of and accrued and unpaid interest on the REO Properties at NIM Securities, to the time of any extent the NIM Securities are then outstanding, or (ii) prior to such repurchasepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of Master Servicer, remits to the Cut-off DateSecurities Administrator an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price (the "Termination Price") equal to the greater of (1) the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at its expense, plus accrued and unpaid interest on the related Mortgage Loan at the expense of the Depositor applicable Mortgage Interest Rate and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C2) the aggregate fair market value of each Mortgage Loan and any unreimbursed Servicing Advances REO Property, as determined by the highest bid received by the Trustee from closed bids solicited by the Depositor or its designee from at least three recognized broker/dealers (one of which may be an affiliate of the Depositor) as of the close of business on the third Business Day preceding the date upon which a Notice of Final Distribution is furnished to Certificateholders pursuant to Section 9.02, plus accrued and unpaid interest on the Mortgage Loans at the applicable Mortgage Interest Rate; and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, the late Ambassxxxx xx xxx xxxx Xxxassador of the United Xxxxxd States to the Court of St. James's, living on the date hereof. The right proceeds of the sale of such assets of the Trust (other than, with respect to repurchase all any Mortgage Loan and the related property, an amount equal to the excess, if any, of the amount in Section 9.01(a)(2) over the sum of the amount in Section 9.01(a)(1) (such excess, the "Fair Market Value Excess")) will be distributed to the holders of the Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the 110 Mortgage Loans and REO Properties pursuant will be distributed to clause (a) the holders of the Class C Certificates. Except to the extent provided above shall with regard to allocating any Fair Market Value Excess to the holders of the Class C Certificates, the proceeds of such a purchase will be conditioned upon the aggregate Stated Principal Balance treated as a prepayment of the Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the exercise by the Servicer of its option to purchase the Mortgage Loans and the appraised value of the REO Properties at will result in the time of any such repurchase, aggregating less than ten percent of final distribution on the Aggregate Collateral Balance as of the Cut-off Certificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, the late Ambassxxxx xx xxx xxxx Xxxassador of the United Xxxxxd States to the Court of St. James's, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (aii) above prior to such purchase, the Servicer remits to the Trustee an amount (which amount shall be conditioned upon directly remitted to the aggregate Stated Principal Balance Indenture Trustee) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Mortgage Loans and NIM Securities, to the appraised value of extent the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate, and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, the late Ambassadxx xx xxx xxxx Xxxassador of the United Xxxxxx States to the Court of St. James's, living on the date hereof. The right Notwithstanding anything to repurchase all Mortgage Loans the contrary contained herein, no such purchase shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and REO Properties Residual Certificates) pursuant to clause Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (aii) above prior to such purchase, the Servicer remits to the Trustee an amount (which amount shall be conditioned upon directly remitted to the aggregate Stated Principal Balance Indenture Trustee for deposit in the Note Account) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Mortgage Loans and NIM Securities, to the appraised value of extent the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off DateNIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Majority Class X Certificateholder or either Servicer, individually, or both Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Balance unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Person seeking to purchase such Mortgage Loans, at the expense of such Person, plus accrued and unpaid interest on the Depositor related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the Stated Principal Balance unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate and (C"Termination Price") any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxKennedy, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James'sCourx xx Xx. Xxxxx'x, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers Servicer and the Trustee created hereunder hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase purchase, on or after the applicable Optional Termination Date, by the Optional Termination Holder Servicer or the Class X Certificateholders of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (Ai) 100% of the Aggregate Collateral Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate, Rate and (Bii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor Servicer at the expense of the Depositor Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxXxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall No such purchase will be conditioned upon permitted without the aggregate Stated Principal Balance consent of the Mortgage Loans and Class A-1 Certificate Insurer, unless no draw on the appraised value of Class A-1 Insurance Policy would be made or unreimbursed on the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off final Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (A) 100% of the Aggregate Collateral Loan Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennxxx, xxx xxxx Xxxassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Loan Balance as of the Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the SellerServicer, the Servicers Master Servicer, the Trust Administrator and the Trustee created hereunder hereby with respect to the Pool I Mortgage Loans, Pool II Mortgage Loans or the entire Trust Fund Fund, as applicable, shall terminate upon the earlier of (a) the purchase by purchase, on or after the Optional Termination Holder Date, by the Servicer, of all Pool I Mortgage Loans, Pool II Mortgage Loans or all Mortgage Loans, as applicable, (and related REO Properties) remaining at the price equal to the sum greater of (A) 100% of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (yi) the Stated Principal Balance of each the Pool I Mortgage Loan Loans, Pool II Mortgage Loans or all Mortgage Loans, as applicable (after giving effect to scheduled payments of principal due on such Mortgage Loans during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period), and the appraised value of the related REO Properties and (ii) fair market value of the Pool I Mortgage Loans, Pool II Mortgage Loans or all Mortgage Loans, as applicable, and related REO Properties (as determined and as agreed upon as of the close of business on the third Business Day next preceding the date upon which notice of any REO Propertysuch termination is furnished to the related Certificateholders pursuant to Section 9.02 by the Servicer, in each case plus accrued and unpaid interest thereon at the applicable weighted average of the Mortgage Rate and (C) any Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances Advances, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination payment payable to the relevant Swap Provider (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all amounts owed to the NIMS Insurer, if any (as it notifies the Servicer and the Trust Administrator in writing); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Pool I Mortgage Loan, Pool II Mortgage Loan or Mortgage Loan, as Fremont 2006-B Pooling & Servicing Agreement 249 applicable, remaining in the Trust Fund and the disposition of all related REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennxxxJxxxxx X. Xxxxxxx, xxx xxxx Xxxassador the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.