Common use of Additional Termination Requirements Clause in Contracts

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI III pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Trustee obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Securities Administrator as agent of the Trustee shall sell all of the assets of REMIC I I, REMIC II and REMIC III for cash; and (3) At the time of the making of the final payment on the Certificates, the Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(111.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder.

Additional Termination Requirements. (a) Upon exercise by the related Majority Class CE Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the related Sub-Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the related Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the related Sub-Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The related Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and V, REMIC VI VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X, as applicable, pursuant to Treasury Regulation Section 1.860F-1. The related Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the related Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I or REMIC II, as applicable, for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X, as applicable, shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIthe related REMICs, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the related Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the related Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period for REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, IV and REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates (other than the Class X Certificates), the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V IV and REMIC VIV, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE C Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or the Master Servicer, as applicable, event of its purchase option a Terminating Purchase as provided in Section 10.0110.02, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not Securities Administrator receives (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or Special Tax Opinion and (ii) cause a REMIC to fail to qualify as a REMIC at any time Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that any Certificates are outstanding:no REMIC-level tax will result from the Terminating Purchase): (1i) The Majority Class CE Certificateholder or Within ninety (90) days prior to the Master ServicerFinal Distribution Date, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, Depositor and the Trustee on behalf of the related REMIC shall in turn specify the first day adopt a plan of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all complete liquidation meeting the requirements of a qualified liquidation under Section 860F the REMIC Provisions (which plan may be adopted by the Securities Administrator’s attachment of a statement specifying the first day of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior period to the time REMIC’s final federal income tax return) and the REMIC will sell all of its assets (other than cash); (ii) Upon making the final payment on the CertificatesRegular Certificates or the deposit of any unclaimed funds otherwise distributable to the holders of the Regular Certificates in the Termination Account on the Final Distribution Date, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, pro rata, to the Holders of the Residual Certificates representing ownership of the residual interest in such REMIC all cash on hand relating to such REMIC after such final payment (other than cash retained to meet claims), and such REMIC I shall terminate at that time; and (iii) In no event may the final payment on the Certificates be made after the 90th day from the date on which the plan of complete liquidation is adopted. A payment into the Termination Account with respect to any Certificate pursuant to Section 10.03 shall be deemed a final payment on, or final distribution with respect to, such Certificate for the purposes of this clause. (b) By their its acceptance of the Certificatesa Residual Certificate, the Holders Holder thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of (i) authorizes such action as may be necessary to adopt a plan of complete liquidation for of any related REMIC I, and (ii) agrees to take such action as may be necessary to adopt a plan of complete liquidation of any related REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIupon the written request of the Trustee, which authorization shall be binding upon all successor CertificateholdersHolders of Residual Certificates. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the event the Master Servicer or a Majority Certificateholder of the Controlling Class CE Certificateholder (other than the Depositor or the Master Servicer, as applicable, Mortgage Loan Seller) purchases all of its purchase option the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, REMIC I and REMIC II) shall be terminated in accordance with the following additional requirements, unless the Master Servicer or such Majority Certificateholder, as applicable, obtains at its own expense and delivers to the Trustee has been supplied with and the REMIC Administrator an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableREMIC Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, REMIC I or (ii) REMIC II as defined in Section 860F of the Code or cause a REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, REMIC Administrator shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VI II pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer or the Majority Certificateholder of the Controlling Class, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the applicable Class of Residual Certificates all cash on hand (other than cash retained to meet claims), and each of REMIC I and REMIC II shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a 90-day liquidation period and the adoption of REMIC Administrator to adopt a plan of complete liquidation for of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VIII in accordance with the terms and conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or the Master Servicer, as applicable, event of its purchase option a Terminating Purchase as provided in Section 10.019.01 hereof, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Servicer, the Company, and the Trustee has been supplied with an receive (1) a Special Tax Opinion of Counsel addressed to the Trustee, at the expense and (2) a Special Tax Consent from each of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure Holders of the Trust Fund to comply with Residual Certificates (unless the requirements of this Section 10.03 Special Tax Opinion specifically provides that no REMIC-level tax will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding:from such Terminating Purchase). (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or Within 90 days prior to the time of the making of the final payment on the Certificates, the Trustee Company on behalf of each related REMIC shall adopt a plan of complete liquidation meeting the requirements set forth in the REMIC Provisions for a qualified liquidation (which plan may be adopted by the Trustee's attachment of a statement specifying the first day of the 90-day liquidation period to the REMIC's final federal income tax return) and the REMIC will sell all of the its assets of REMIC I for (other than cash; and). (32) At the time of the making of the final payment on the CertificatesRegular Certificates or the deposit to the Termination Account, the Trustee shall distribute or credit, or cause to be distributed or credited, pro rata, to the Holders of the Residual Certificates, all remaining cash on hand relating to the REMIC after such final payment (other than cash retained to meet claims against the Trust) and the REMIC shall terminate at that time. (3) In no event may the final payment on the Regular Certificates or the final distribution or credit to the Holders of the Residual Certificates all cash be made after the 90th day after the date on hand (other than cash retained which the plan of complete liquidation relating thereto is adopted. A payment into the Termination Account with respect to meet claimsany Certificate pursuant to Section 9.01 hereof shall be deemed a final payment on, or final distribution with respect to, such Certificate for the purposes of this Section 9.02(a)(3), and REMIC I shall terminate at that time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby agree (1) to authorize the adoption of a 90-day liquidation period and the adoption of such action as may be necessary to adopt a plan of complete liquidation for of any related REMIC I, and (2) to take such action as may be necessary to adopt a plan of complete liquidation of any related REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIupon the written request of the Servicer, which authorization shall be binding upon all successor CertificateholdersHolders of such Residual Certificates. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has have been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V III and REMIC VI IV pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I I, REMIC II, REMIC III and REMIC IV for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, III and REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority event that the Servicer on its own behalf or on behalf of the majority Class CE Certificateholder C Certificateholders or the Master ServicerNIMS Insurer, as applicable, purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property remaining in the Trust Fund pursuant to Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not : (i) result The Securities Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for final Tax Return of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI formed hereby pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor and obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee Securities Administrator shall sell all of the assets of REMIC I the Trust Fund to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Interests all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) The Servicer, the Class C Certificateholders or the NIMS Insurer, as applicable, (if the Trust Fund is terminated pursuant to Section 9.01(a)(i)) or the Securities Administrator, as applicable, at the applicable party’s expense, shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC executed hereunder pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Securities Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIexecuted hereunder, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.019.01, the Trust Fund REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMICREMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI as described in Section 860F of the Code, or (ii) cause a REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify final Distribution Date set forth in the notice given by the Trustee thereofunder Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall in turn specify the first day adopt a plan of such period in a statement attached to the tax return for each complete liquidation on behalf of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable;on behalf of XXXXX X, XXXXX XX, XXXXX XXX, REMIC IV, REMIC V and REMIC VI; and (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee Servicer on behalf of the Trust shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor CertificateholdersVI to the Servicer for cash in the amount specified in Section 9.01. (cb) The Trustee as agent for each REMIC By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, Tax Matters Person and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) Trustee and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder Tax Matters Person or the Master Servicer, as applicableTrustee.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or the Master Servicer, as applicable, event of its purchase option a Terminating Purchase as provided in Section 10.0110.02, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not Securities Administrator receives (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or Special Tax Opinion and (ii) cause a REMIC to fail to qualify as a REMIC at any time Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that any Certificates are outstanding:no REMIC-level tax will result from the Terminating Purchase): (1A) The Majority Class CE Certificateholder or Within 90 days prior to the Master ServicerFinal Distribution Date, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, Depositor and the Trustee Securities Administrator on behalf of the related REMIC shall in turn specify the first day adopt a plan of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all complete liquidation meeting the requirements of a qualified liquidation under Section 860F the REMIC Provisions (which plan may be adopted by the Securities Administrator’s attachment of a statement specifying the first day of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior period to the time REMIC’s final federal income tax return) and the REMIC will sell all of its assets (other than cash); (B) Upon making the final payment on the CertificatesRegular Certificates or the deposit of any unclaimed funds otherwise distributable to the holders of the Regular Certificates in the Termination Account on the Final Distribution Date, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, pro rata, to the Holders of the Residual Certificates representing ownership of the residual interest in such REMIC all cash on hand relating to such REMIC after such final payment (other than cash retained to meet claims), and such REMIC I shall terminate at that time; and (C) In no event may the final payment on the Certificates be made after the 90th day from the date on which the plan of complete liquidation is adopted. A payment into the Termination Account with respect to any Certificate pursuant to Section 10.03 shall be deemed a final payment on, or final distribution with respect to, such Certificate for the purposes of this clause. (b) By their its acceptance of the Certificatesa Residual Certificate, the Holders Holder thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of (i) authorizes such action as may be necessary to adopt a plan of complete liquidation for of any related REMIC I, and (ii) agrees to take such action as may be necessary to adopt a plan of complete liquidation of any related REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIupon the written request of the Trustee, which authorization shall be binding upon all successor CertificateholdersHolders of Residual Certificates. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder event that the Servicer purchases all the Mortgage Loans and each REO Property or the Master Servicer, as applicable, final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property remaining in the Trust Fund pursuant to Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not : (i) result The Trustee shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I’s, REMIC II’s, REMIC III’s, REMIC IV, REMIC V ’s and REMIC VI V’s final Tax Return pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor and obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Depositor for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) The Servicer (if the Trust Fund is terminated pursuant to Section 9.01(a)(i)) or the Trustee, as applicable, at the applicable party’s expense, shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC executed hereunder pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIexecuted hereunder, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority If any Subordinate Class CE Certificateholder or Certificateholder(s), the Master Servicer, as applicableand/or the Special Servicer purchase(s), or the Sole Certificateholder(s) exchange(s) all of its purchase option the Certificates for, all the Mortgage Loans and each REO Property remaining in the Trust Fund as provided in Section 10.019.01, the Trust Fund and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless the purchasing party obtains at its own expense and delivers to the Trustee has been supplied with and the Certificate Administrator an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableCertificate Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not result in an Adverse REMIC Event with respect to any REMIC Pool: (i) result the Certificate Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC IPool, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Regulations Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder (as evidenced by an Opinion of Counsel obtained to such effect delivered on behalf and at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicablepurchasing party); (2ii) During during such 90-day liquidation period, period and at or prior to the time of making the final payment on the Certificates, the Trustee Certificate Administrator shall sell or otherwise transfer all of the assets of REMIC I Mortgage Loans and each REO Property remaining in the Trust Fund to the Master Servicer, the Special Servicer, the applicable Subordinate Class Certificateholder(s) or the Sole Certificateholder(s), as the case may be, in exchange for cashcash and/or Certificates in accordance with Section 9.01; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates in accordance with Section 4.01 all remaining cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof of the Certificates hereby authorize the adoption of a 90-day liquidation period Trustee, the Certificate Administrator and the adoption Tax Administrator to prepare and adopt, on behalf of the Trust, a plan of complete liquidation of each REMIC Pool in the form of the notice of termination provided for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V in Section 9.01(c) and REMIC VIin accordance with the terms and conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by If the Majority Depositor, Xxxxxx Brothers, any Controlling Class CE Certificateholder Certificateholder, the Special Servicer or the Master ServicerServicer purchases, as applicableor there is an exchange of all the Certificates for, all of its purchase option the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as provided in Section 10.019.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Person or group of Persons effecting such purchase or exchange obtains at its own expense and delivers to the Trustee has been supplied with and the Tax Administrator, an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTax Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event: (i) result the Tax Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Pool pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, regulations section 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense Person or group of Persons effecting the Majority Class CE Certificateholder purchase of, or exchange of all the Master ServicerCertificates for, as applicableall the Trust Mortgage Loans and REO Properties remaining in the Trust Fund; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or exchange, as applicable, all of the assets of REMIC I and each Loan REMIC, if any, to the appropriate Person(s) for cashcash or the Certificates, as applicable; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Sections 4.01 and 9.01 all cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. In addition, the foregoing requirements of this Section 9.02 shall apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust Mortgage Loan and liquidation of any related Loan REMIC if the defeasance proceeds are less than the Purchase Price of such Early Defeasance Trust Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral that does not constitute a cash amount equal to or greater than the Purchase Price of the Early Defeasance Trust Mortgage Loan, under the circumstances described in Sections 2.03(j) and 2.03(k). (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Tax Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIPool, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.018.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 8.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, any REMIC created hereunder as defined in Section 860F of the Code or (ii) cause a any REMIC created hereunder to fail to qualify as a REMIC at any time that any Offered Certificates or Class X Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicer, as applicable, final Distribution Date the Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, adopt and the Trustee shall in turn specify the first day sign, a plan of such period in a statement attached to the tax return for complete liquidation of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all created hereunder meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of the REMIC I to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders of Class A Certificateholders, the Residual Certificates Class A Certificate Principal Balance, plus one month's interest thereon at the Class A Pass-Through Rate, (B) to the Class M-1 Certificateholders, the Class M-1 Certificate Principal Balance, plus one month's interest thereon at the Class M-1 Pass-Through Rate, (C) to the Class M-2 Certificateholders, the Class M-2 Certificate Principal Balance, plus one month's interest thereon at the Class M-2 Pass-Through Rate, (D) to the Class B Certificateholders, the Class B Certificate Principal Balance, plus one month's interest thereon at the Class B Pass-Through Rate, (E) to the Class X Certificateholders, all cash on hand after such payment to the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificateholders (but in no event in excess of the Class X Distribution Amount), and (F) to the Class R Certificates in respect of the Class R-III Interest, any remaining amounts (other than cash retained to meet claims), ) and REMIC I the Trust Fund shall terminate at such time; provided, however, that time. (b) By their acceptance any such payment will be made after all outstanding fees, costs and expenses of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor CertificateholdersTrustee have been paid in full. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 10.02 will not (i1) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, the Trust as defined in Section 860F of the Code or (ii2) cause a any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicerfinal Distribution Date, as applicable, the Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, adopt and the Trustee shall in turn specify the first day sign a plan of such period in a statement attached to the tax return complete liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Trustee, as holder of the Residual REMIC I Regular Interests and REMIC II Regular Interests, the unpaid principal balance thereof plus accrued interest thereon, (B) to each Class of Certificates the amounts payable pursuant to Section 5.01, (C) to the Certificate Insurer, all amounts owing to the Certificate Insurer under this Agreement and the Insurance Agreement and (D) to the Class R-1 Certificateholders, Class R-2 Certificateholders and Class R-3 Certificateholders, all cash on hand (other than cash retained to meet claims)in REMIC I, REMIC II and REMIC I shall terminate at that timeIII, respectively, after such payments. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize agree to appoint the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to their attorney in fact to: (i) adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, (and the receipt of Certificateholders hereby appoint the Opinion of Counsel referred Trustee as their attorney in fact to in Section 10.03(a)(1sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably requested by required to carry out such plan of complete liquidation all in accordance with the Majority Class CE Certificateholder or the Master Servicer, as applicableterms hereof.

Additional Termination Requirements. (a) Upon exercise by In the Majority event that the Servicer on its own behalf or on behalf of the majority Class CE Certificateholder C Certificateholders or the Master ServicerNIMS Insurer, as applicable, purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property remaining in the Trust Fund pursuant to Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not : (i) result The Securities Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for final Tax Return of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI formed hereby pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor and obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee Securities Administrator shall sell all of the assets of REMIC I the Trust Fund to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Interests all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) The Servicer, the majority Class C Certificateholders or the NIMS Insurer, as applicable, (if the Trust Fund is terminated pursuant to Section 9.01(a)(i)) or the Securities Administrator, as applicable, at the applicable party’s expense, shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC executed hereunder pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Securities Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIexecuted hereunder, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the Trustee, Trustee and the Securities Administrator at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Securities Administrator and the Trustee obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee Securities Administrator on behalf of the Trustee, shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(111.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01on the Mortgage Loans, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee which shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Trust Fund's final Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R Certificateholders all cash on hand (other than cash retained to meet claims)) related to such Class of Certificates, and REMIC I the Trust Fund shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Master Servicer to specify the 90-day liquidation period and for the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VITrust Fund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) 9.03(a)(1), and together with the Holders of the Class A-R Certificates agree to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, EMC Servicer of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master EMC Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, EMC Servicer shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI 's Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, EMC Servicer shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master EMC Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee EMC Servicer, acting as agent of the Trustee, shall sell all of the assets of REMIC I and REMIC II for cash; and (3) At the time of the making of the final payment on the Certificates, the Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I and REMIC II shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a EMC Servicer to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master EMC Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master EMC Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority event that the Servicer on its own behalf or on behalf of the majority Class CE Certificateholder C Certificateholders or the Master ServicerNIMS Insurer, as applicableif any, purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property remaining in Section 10.01, the Trust Fund pursuant to Section 9.01, the REMICs (and the Trust Fund) shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not : (i) result The Trustee shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for final Tax Return of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI formed hereby pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor and obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Interests all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) The Servicer, the majority Class C Certificateholders or the NIMS Insurer, if any, as applicable, (if the Trust Fund is terminated pursuant to Section 9.01(a)(i)) or the Trustee, as applicable, at the applicable party’s expense, shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC executed hereunder pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIexecuted hereunder, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the EMC Master Servicer, as applicable, Servicer of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the EMC Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the EMC Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI 's Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the EMC Master Servicer, as applicable, Servicer shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the EMC Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the EMC Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I I, REMIC II and REMIC III for cash; and (3) At the time of the making of the final payment on the Certificates, the Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I I, REMIC II and REMIC III shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a EMC Master Servicer to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the EMC Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the EMC Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the TrusteeTrustee and the Securities Administrator, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period for REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return returns for each of REMIC I, REMIC II, REMIC III, REMIC IV, IV and REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunderthereunder with respect to each REMIC related to the terminated Trust Fund, as evidenced by an Opinion of Counsel addressed to the Securities Administrator and the Trustee obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Securities Administrator on behalf of the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates (other than the Class X Certificates), the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIthe each related REMIC, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator, as agent for each REMIC REMIC, hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) 11.03(a)(1), and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of its purchase option Servicer repurchases the Mortgage Loans or REO Property as provided in Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel addressed (which shall be provided to the Trustee, Trustee at least two Business Days prior to the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, related Distribution Date) to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition on the Trust of taxes on “prohibited transactions,” as described in Section 860F of a REMICthe Code, or (ii) cause a either REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificates are Certificate is outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee in writing thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return Tax Return for each of REMIC I1, REMIC II, REMIC III, REMIC IV, REMIC V 2 and REMIC VI 3 pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or Master Servicer and the Master Servicer, as applicable, Trustee also shall satisfy all of the requirements of a qualified liquidation for REMIC 1, REMIC 2 and REMIC 3 under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I 1 for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class R Certificates, all cash on hand (other than cash retained to meet claims), and REMIC I 1 shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIthe REMICs, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a the related plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1clause (a)(i) above and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Trustee obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Optional Termination Holder exercises its purchase option with respect to the Mortgage Loans as provided in Section 10.019.01, at such time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC as defined in Section 860F of a REMICthe Code, or (ii) cause a REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicerfinal Distribution Date set forth in the notice given by the Trustee under Section 9.02, as applicablethe Depositor shall prepare and the Trustee, at the expense of the Depositor, shall establish adopt a 90-day plan of complete liquidation period and notify within the Trustee thereof, and the Trustee shall in turn specify the first day meaning of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the Majority Class CE Certificateholder Trustee, the Tax Matters Person or the Master ServicerTrust Fund), as applicablemeets the requirements of a qualified liquidation; (2) During such 90-day liquidation period, and at or prior to Within 90 days after the time of making the final payment on the Certificatesadoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Depositor for cashcash in accordance with Section 9.01; and (3) At and On the time of the making of the date specified for final payment on of the Certificates, the Trustee shall shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation payable to each Servicer pursuant to this Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 4.02 and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than the cash retained to meet claims), and REMIC I the Trust Fund (and any REMIC) shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC 1, REMIC 2 and REMIC 3 hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(19.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or Depositor. (c) By their acceptance of the Master ServicerCertificates, as applicablethe Holders thereof hereby authorize the Depositor to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, Terminator of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTerminator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Terminator shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI III pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Terminator shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTerminator; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee Terminator shall sell all of the assets of REMIC I I, REMIC II and REMIC III for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Terminator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableTerminator, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableTerminator.

Additional Termination Requirements. (a) Upon exercise by In the Majority event that the Servicer on its own behalf or on behalf of the majority Class CE Certificateholder C Certificateholders or the Master ServicerNIMS Insurer, as applicableif any, purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property remaining in the Trust Fund pursuant to Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not : (i) result The Securities Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for final Tax Return of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI formed hereby pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor and obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee Securities Administrator shall sell all of the assets of REMIC I the Trust Fund to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Interests all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) The Servicer, the Class C Certificateholders or the NIMS Insurer, if any, as applicable, (if the Trust Fund is terminated pursuant to Section 9.01(a)(i)) or the Securities Administrator, as applicable, at the applicable party’s expense, shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC executed hereunder pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Securities Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIexecuted hereunder, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of Terminating Entity exercises its purchase option with respect to the Mortgage Loans as provided in Section 10.019.01 or the Trust Collateral is purchased pursuant to the auction procedures contained in Section 9.01, at such time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied provided with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTerminating Entity, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC as defined in Section 860E of a REMICthe Code, or (ii) cause a any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify final Distribution Date set forth in the notice given by the Trustee thereofunder Section 9.02, the Depositor shall prepare and the Trustee shall in turn specify adopt a plan of complete liquidation within the first day meaning of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the Majority Class CE Certificateholder Trustee or the Master ServicerTrust Fund), as applicablemeets the requirements of a qualified liquidation; (2) During such 90-day liquidation period, and at or prior to Within 90 days after the time of making the final payment on the Certificatesadoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the purchaser for cashcash in accordance with Section 9.01; and (3) At On the time of the making of the date specified for final payment on of the Certificates, the Trustee shall shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation payable to the Servicer pursuant to this Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 4.02 and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than the cash retained to meet claims), and REMIC I the Trust Fund (and each REMIC) shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(19.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or Depositor. (c) By their acceptance of the Master ServicerCertificates, as applicablethe Holders thereof hereby authorize the Depositor to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder event that the Terminating Entity purchases all the Mortgage Loans and each REO Property or the Master Servicer, as applicable, final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property remaining in the Trust Fund pursuant to Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not : (i) result The Master Servicer shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for final Tax Return of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI formed hereby pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Master Servicer and the Depositor and obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee Master Servicer shall sell all of the assets of REMIC I the Trust Fund to the Depositor for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee Master Servicer shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) The Terminating Entity (if the Trust Fund is terminated pursuant to Section 9.01(a)(i)) or the Master Servicer, as applicable, at the applicable party’s expense, shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC executed hereunder pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Master Servicer to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIexecuted hereunder, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, the Trust as defined in Section 860F of the Code or (ii) cause a REMIC the Trust Fund constituting part of the Trust Fund to fail to qualify as a REMIC two REMICs at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicerfinal Distribution Date, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify adopt and sign a plan of complete liquidation of the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all Trust Fund meeting the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Master Servicer for cashcash pursuant to the terms of the plan of complete liquidation; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders of each of the Residual Class A Certificates and Class B Certificates, an amount equal to the sum of the related Certificate Principal Balance and one month’s interest thereon at the applicable Pass-Through Rate, (B) to the Holder of the Class A-4 Certificates one month’s interest on the Notional Amount thereof at the applicable Pass-Through Rate, and (C) to the Class R Certificateholders, all cash on hand after such payment to the Class A Certificateholders and Class B Certificateholders (other than cash retained to meet claims), ) and REMIC I the Trust shall terminate at that such time. (b) By their acceptance of the Certificates, the Holders Holder thereof hereby authorize agree to appoint the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to their attorney in fact to: (i) adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, (and the receipt of Certificateholders hereby appoint the Opinion of Counsel referred Trustee as their attorney in fact to in Section 10.03(a)(1sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably requested by required to carry out such plan of complete liquidation all in accordance with the Majority Class CE Certificateholder or the Master Servicer, as applicableterms hereof.

Additional Termination Requirements. (a) Upon exercise by In the event the Master Servicer or any Majority Certificateholder of the Controlling Class CE Certificateholder (other than the Sponsor or the Master Servicer, as applicable, Mortgage Loan Seller) purchases all of its purchase option the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC III) shall be terminated in accordance with the following additional requirements, unless the Master Servicer or such Majority Certificateholder, as applicable, obtains at its own expense and delivers to the Trustee has been supplied with and the REMIC Administrator an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableREMIC Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMICREMIC I, REMIC II or (ii) REMIC III as defined in Section 860F of the Code or cause a REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, REMIC Administrator shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI III pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer or the Majority Certificateholder of the Controlling Class, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the applicable Class of Residual Certificates all cash on hand (other than cash retained to meet claims), and each of REMIC I I, REMIC II and REMIC III shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a 90-day liquidation period and the adoption of REMIC Administrator to adopt a plan of complete liquidation for of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VIIII in accordance with the terms and conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder event the Master Servicer or the Master ServicerSpecial Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Pari Passu Companion Loan if the U-Haul Self Storage Pool 5 Whole Loan (or the related REO Loan) is an asset of the Trust Fund), the Trust Subordinate Companion Loans and the Trust Fund’s portion of each REO Property (other than any portion related to the Trust Pari Passu Companion Loan if the U-Haul Self Storage Pool 5 Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund as provided in Section 9.01, or in the event the Class UH5 Certificateholders exchange their Certificates for the Trust Pari Passu Companion Loan, the Upper-Tier REMIC and Lower-Tier REMIC or the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless which meet the Trustee has been supplied with an Opinion definition of Counsel addressed to the Trustee, at the expense a “qualified liquidation” in Section 860F(a)(4) of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not Code: (i) result the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing of the notice specified in Section 9.01) in a statement attached to each of the imposition of taxes on “prohibited transactions” of a REMIC, or related Trust REMICs’ final Tax Returns pursuant to Treasury Regulations Section 1.860F-1; (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or during the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and (iii) within such 90-day liquidation period and immediately following the making of the final payment on the Uncertificated Lower-Tier Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) and in respect of the Class UH5-R Interest (in the case of the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC) all cash on hand (other than cash retained to meet claims), and REMIC I the Trust Fund (if applicable) or the related Trust REMIC(s) shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master ServicerCompany, as applicable, of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master ServicerCompany, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master ServicerCompany, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master ServicerCompany, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Trustee obtained at the expense of the Majority Class CE Certificateholder or the Master ServicerCompany, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master ServicerCompany, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(111.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master ServicerCompany, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicablethe Majority Certificateholder of the Controlling Class, or the Depositor purchases all of the Mortgage Loans and each REO Property remaining in REMIC I, or the Remaining Certificateholder exchanges all of its purchase option Certificates, as provided in Section 10.019.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC III) shall be terminated in accordance with the following additional requirements, unless the Master Servicer, the Majority Certificateholder of the Controlling Class, the Special Servicer or the Depositor, or the Remaining Certificateholder, as the case may be, obtains at its own expense and delivers to the Trustee has been supplied with an Opinion of Counsel Counsel, addressed to the TrusteeDepositor, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableServicer and the Trustee, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (isubject to Section 10.01(f)) result in the imposition of taxes on “"prohibited transactions” " of a REMICREMIC I, REMIC II or (ii) REMIC III as defined in Section 860F of the Code or cause a REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI III pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer, the Majority Certificateholder of the Controlling Class, the Special Servicer or the Depositor, as applicable, for cash; and (3iii) At the time of immediately following the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Class of Residual Certificates all cash on hand in the related REMIC (other than cash retained to meet claims), and REMIC I I, REMIC II and REMIC III shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a 90-day liquidation period and the adoption of Trustee to adopt a plan of complete liquidation for of REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 10.02 will not (i1) result in the imposition of taxes on “prohibited transactions” of a REMIC, the Trust as defined in Section 860F of the Code or (ii2) cause a any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within ninety (90) days prior to the Master Servicerfinal Distribution Date, as applicable, the Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, adopt and the Trustee shall in turn specify the first day sign a plan of such period in a statement attached to the tax return complete liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all meeting the requirements of a qualified liquidation “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Trustee, as holder of REMIC II Regular Interests, the Residual unpaid principal balance thereof plus accrued interest thereon, (B) to each Class of Certificates the amounts payable pursuant to Section 5.01, (C) to the Class R-1 Certificateholders and Class R-2 Certificateholders, all cash on hand in REMIC I and REMIC II, respectively, after such payments, (other than cash retained D) to meet claims)the Certificate Insurer, all amounts owing to the Certificate Insurer under this Agreement and the Insurance Agreement, and REMIC I shall terminate at that time(E) if prior to the Interest Rate Cap Termination Date, to the Class BIO Certificateholder, the Interest Rate Cap Agreement and the rights to all payments subsequently received thereunder, together with all required documentation to effect such assignment. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize agree to appoint the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to their attorney in fact to: (i) adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, (and the receipt of Certificateholders hereby appoint the Opinion of Counsel referred Trustee as their attorney in fact to in Section 10.03(a)(1sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably requested by required to carry out such plan of complete liquidation all in accordance with the Majority Class CE Certificateholder or the Master Servicer, as applicableterms hereof.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, the Trust as defined in Section 860F of the Code or (ii) cause a REMIC the Trust Fund constituting part of the Trust Fund to fail to qualify as a REMIC two REMICs at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicerfinal Distribution Date, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify adopt and sign a plan of complete liquidation of the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all Trust Fund meeting the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Master Servicer for cashcash pursuant to the terms of the plan of complete liquidation; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders of each of the Residual Class A Certificates and Class B Certificates, an amount equal to the sum of the related Certificate Principal Balance and one month’s interest thereon at the applicable Pass-Through Rate, (B) to the Holder of the Class A-2 Certificates one month’s interest on the Notional Amount thereof at the applicable Pass-Through Rate, and (C) to the Class R Certificateholders, all cash on hand after such payment to the Class A Certificateholders and Class B Certificateholders (other than cash retained to meet claims), ) and REMIC I the Trust shall terminate at that such time. (b) By their acceptance of the Certificates, the Holders Holder thereof hereby authorize agree to appoint the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to their attorney in fact to: (i) adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, (and the receipt of Certificateholders hereby appoint the Opinion of Counsel referred Trustee as their attorney in fact to in Section 10.03(a)(1sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably requested by required to carry out such plan of complete liquidation all in accordance with the Majority Class CE Certificateholder or the Master Servicer, as applicableterms hereof.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, Trustee at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, IV and REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Trustee obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificates, all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V IV and REMIC VIV, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(111.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder.

Additional Termination Requirements. In the event of (ai) Upon the exercise by the Majority Class CE Certificateholder Master Servicer of the Cleanup Call pursuant to the terms of this Agreement, or (ii) the Master Servicer, as applicable, final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property in REMIC I pursuant to Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder Master Servicer (in the case of the exercise of the Cleanup Call) or the Master Servicer, as applicableDepositor, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder Master Servicer (in the case of the exercise of the Cleanup Call) or the Master Servicer, as applicable, Depositor (in all other cases) shall establish a 90ninety-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable; (2) During such 90ninety-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee Master Servicer (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) . By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption Master Servicer (in the case of a 90the exercise of the Cleanup Call) or the Depositor (in all other cases) to specify the ninety-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) . The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(110.03(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Certificate Insurer has been supplied with an Opinion of Counsel addressed to the TrusteeTrustee and the Certificate Insurer, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the Trustee, Trustee and the Securities Administrator at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, IV and REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Securities Administrator and the Trustee obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee Securities Administrator on behalf of the Trustee, shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificates, all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V IV and REMIC VIV, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Optional Termination Holder exercises its purchase option with respect to the Mortgage Loans as provided in Section 10.019.01, at such time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC as defined in Section 860F of a REMICthe Code, or (ii) cause a REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicerfinal Distribution Date set forth in the notice given by the Trustee under Section 9.02, as applicablethe Depositor shall prepare and the Trustee, at the expense of the Depositor, shall establish adopt a 90-day plan of complete liquidation period and notify within the Trustee thereof, and the Trustee shall in turn specify the first day meaning of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the Majority Class CE Certificateholder Trustee, the Tax Matters Person or the Master ServicerTrust Fund), as applicablemeets the requirements of a qualified liquidation; (2) During such 90-day liquidation period, and at or prior to Within 90 days after the time of making the final payment on the Certificatesadoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Depositor for cashcash in accordance with Section 9.01; and (3) At and On the time of the making of the date specified for final payment on of the Certificates, the Trustee shall shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation payable to each Servicer pursuant to this Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 4.02 and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than the cash retained to meet claims), and REMIC I the Trust Fund (and any REMIC) shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC 1, REMIC 2 and REMIC 3 hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(19.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or Depositor. (c) By their acceptance of the Master ServicerCertificates, as applicable.the Holders thereof hereby authorize the Depositor to prepare and the Trustee to adopt and sign a plan of complete liquidation. 124

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicerrelated Terminator purchases all the Mortgage Loans and each related REO Property, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund REMIC I shall be terminated terminated, in each case in accordance with the following additional requirements, unless requirements (or in connection with the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense final payment on or other liquidation of the Majority Class CE Certificateholder last Mortgage Loan or related REO Property remaining in REMIC I, the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not additional requirement specified in clause (i) result below): (i) The Trust Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I’s, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI final Tax Return pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, and such termination shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trust Administrator on behalf of the Trustee shall sell all of the assets of REMIC I to the related Terminator for cash; and (3iii) At the time of the making of the final payment on the related Certificates, the Trustee Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class R Certificates all cash on hand in REMIC I (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC, as applicable, pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Trust Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC Ieach REMIC, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIas applicable, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. In the event of (ai) Upon the exercise by the Majority Class CE Certificateholder Master Servicer of the Cleanup Call pursuant to the terms of this Agreement or (ii) the Master Servicer, as applicable, final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property in REMIC I pursuant to Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder Master Servicer (in the case of the exercise of the Cleanup Call) or the Master Servicer, as applicableDepositor, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder Master Servicer (in the case of the exercise of the Cleanup Call) or the Master Servicer, as applicable, Depositor (in all other cases) shall establish a 90ninety-day liquidation period and notify the Trustee Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable; (2) During such 90ninety-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee Master Servicer (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) . By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption Master Servicer (in the case of a 90the exercise of the Cleanup Call) or the Depositor (in all other cases) to specify the ninety-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) . The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(110.03(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.018.1, the Trust Fund 200_ - _ REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the (which shall not be an expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee) to the effect that the failure of the 200_ - _ REMIC (or of any other REMIC of the Trust Fund Fund) to comply with the requirements of this Section 10.03 8.3 will not (i1) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, such REMIC as defined in Section 860F of the Code or (ii2) cause a such REMIC to fail to qualify as a REMIC at any time that any Class A Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within 90 days prior to the final Remittance Date the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, adopt and the Trustee shall in turn specify sign, a plan of complete liquidation of the first day of such period in a statement attached to the tax return for each of 200_ - _ REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder (or the Master Servicer, as applicable, shall satisfy all applicable REMIC of the Trust Fund) meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation, which plan shall include a description of the method for such liquidation periodand the price to be conveyed for all of the assets of the 200_ - _ REMIC at the time of such liquidation, and at or prior to the time of making the final payment on the CertificatesRemittance Date, the Trustee shall sell all of the assets of the 200_ - _ REMIC I (or the applicable REMIC of the Trust Fund) to the Master Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited (a) to the Holders Class A Certificateholders the Certificate Principal Balance, plus one month's interest thereon at the related Class A Pass-Through Rate, and (b) to the Class R Certificateholders, all of the Residual Certificates all such REMIC's cash on hand after such payment to the Class A Certificateholders (other than cash retained to meet claims), ) and the 200_ - _ REMIC I shall terminate at that such time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize agree to appoint the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. Master Servicer as their attorney in fact to: (c1) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting (and the requirements for a qualified liquidation under Section 860F of Certificateholders hereby appoint the Code and any regulations thereunder Trustee as their attorney in fact to sign such plan) as appropriate or upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, Certificate Insurer and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1(2) and to take such other action in connection therewith as may be reasonably requested by required to carry out such plan of complete liquidation all in accordance with the Majority Class CE Certificateholder or the Master Servicer, as applicableterms hereof.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or the Master Servicer, as applicable, event of its purchase option a Terminating Purchase as provided in Section 10.019.02 hereof, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not receives (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or Special Tax Opinion and (ii) cause a REMIC to fail to qualify as Special Tax Consent from each Holder of a REMIC at any time Residual Interest (unless the Special Tax Opinion specially provides that any Certificates are outstanding:no REMIC-level tax will result from the Terminating Purchase): (1A) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached Within 90 days prior to the tax return for Final Distribution Date, Saxon on behalf of each related REMIC shall adopt a plan of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all complete liquidation meeting the requirements of a qualified liquidation under Section 860F the REMIC Provisions (which plan may be adopted by the Trustee's attachment of a statement specifying the first day of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior period to the time of each REMIC's final federal income tax return); (B) Upon making the final payment on the Certificates, Regular Certificates or the Trustee shall sell all deposit of any unclaimed funds otherwise distributable to the holders of the assets of REMIC I for cash; and (3) At Regular Certificates in the time of the making of the final payment Termination Account on the CertificatesFinal Distribution Date, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand relating to the REMIC after such final payment (other than cash retained to meet claims), and the REMIC I shall terminate at that time; and (C) In no event may the final payment on the Certificates be made after the 90th day from the date on which the plan of complete liquidation is adopted. A payment into the Termination Account with respect to any Certificate pursuant to Section 9.03 hereof shall be deemed a final payment on, or final distribution with respect to, such Certificate for the purposes of this clause. (b) By their its acceptance of the Certificatesa Residual Certificate, the Holders Holder thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of (i) authorizes such action as may be necessary to adopt a plan of complete liquidation for of any related REMIC I, and (ii) agrees to take such action as may be necessary to adopt a plan of complete liquidation of any related REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIupon the written request of the Master Servicer, which authorization shall be binding upon all successor CertificateholdersHolders of Residual Certificates. (c) The Trustee as agent for each REMIC By its acceptance of a Residual Certificate, the Holder thereof hereby agrees to adopt and sign such a plan of complete liquidation meeting authorizes (i) the requirements for a qualified liquidation under Section 860F Holders of the Code and any regulations thereunder upon the written request majority of the Majority Class CE Certificateholder or Percentage Interest in the Master Servicer, as applicable, and the receipt Residual Certificates of the Opinion related Class to effect a Terminating Purchase or a Redeeming Purchase on behalf of Counsel referred to all Holders of such Class of Residual Certificates in accordance with Section 10.03(a)(19.01 or 9.02 hereof and (ii) the reimbursement of the Holders of the majority of the Percentage Interest in the Residual Certificates for reasonable costs and to take such other action expenses incurred in connection therewith as may be reasonably requested by with the Majority Class CE Certificateholder related Terminating Purchase or Redeeming Purchase (including, but not limited to, the Master Servicer, as applicablepayment of interest on the funds advanced at the Net Rate applicable to the related Mortgage Loans).

Additional Termination Requirements. (a) Upon exercise by In the Majority event that the Servicer on its own behalf or on behalf of the majority Class CE Certificateholder C Certificateholders or the Master ServicerNIMS Insurer, as applicableif any, purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property remaining in the Trust Fund pursuant to Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not : (i) result The Trustee shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for final Tax Return of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI formed hereby pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor and obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Interests all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) The Servicer, the majority Class C Certificateholders or the NIMS Insurer, if any, as applicable, (if the Trust Fund is terminated pursuant to Section 9.01(a)(i)) or the Trustee, as applicable, at the applicable party’s expense, shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC executed hereunder pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIexecuted hereunder, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or the Master Servicer, as applicable, event of its purchase option a Terminating Purchase as provided in Section 10.019.02, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not Securities Administrator receives (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or Special Tax Opinion and (ii) cause a REMIC to fail to qualify as a REMIC at any time Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that any Certificates are outstanding:no REMIC-level tax will result from the Terminating Purchase): (1A) The Majority Class CE Certificateholder or Within 90 days prior to the Master ServicerFinal Distribution Date, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, Depositor and the Trustee Securities Administrator on behalf of the related REMIC shall in turn specify the first day adopt a plan of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all complete liquidation meeting the requirements of a qualified liquidation under Section 860F the REMIC Provisions (which plan may be adopted by the Securities Administrator’s attachment of a statement specifying the first day of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior period to the time REMIC’s final federal income tax return) and the REMIC will sell all of its assets (other than cash); (B) Upon making the final payment on the CertificatesRegular Certificates or the deposit of any unclaimed funds otherwise distributable to the holders of the Regular Certificates in the Termination Account on the Final Distribution Date, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, pro rata, to the Holders of the Residual Certificates all cash on hand relating to the REMIC after such final payment (other than cash retained to meet claims), and the REMIC I shall terminate at that time; and (C) In no event may the final payment on the Certificates be made after the 90th day from the date on which the plan of complete liquidation is adopted. A payment into the Termination Account with respect to any Certificate pursuant to Section 9.03 shall be deemed a final payment on, or final distribution with respect to, such Certificate for the purposes of this clause. (b) By their its acceptance of the Certificatesa Residual Certificate, the Holders Holder thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of (i) authorizes such action as may be necessary to adopt a plan of complete liquidation for of any related REMIC I, and (ii) agrees to take such action as may be necessary to adopt a plan of complete liquidation of any related REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIupon the written request of the Securities Administrator, which authorization shall be binding upon all successor CertificateholdersHolders of Residual Certificates. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by If the Majority Depositor, Xxxxxx Brothers, any Controlling Class CE Certificateholder Certificateholder, the Special Servicer or the Master ServicerServicer purchases, as applicableor there is an exchange of all the Certificates for, all of its purchase option the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as provided in Section 10.019.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Person or group of Persons effecting such purchase or exchange obtains at its own expense and delivers to the Trustee has been supplied with and the Tax Administrator, an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTax Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event: (i) result the Tax Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Pool pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, regulations section 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense Person or group of Persons effecting the Majority Class CE Certificateholder purchase of, or exchange of all the Master ServicerCertificates for, as applicableall the Trust Mortgage Loans and REO Properties remaining in the Trust Fund; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or exchange, as applicable, all of the assets of REMIC I and each Loan REMIC, if any, to the appropriate Person(s) for cashcash or the Certificates, as applicable; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Sections 4.01 and 9.01 all cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. In addition, the foregoing requirements of this Section 9.02 shall apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust Mortgage Loan and liquidation of any related Loan REMIC if the defeasance proceeds are less than the Purchase Price of such Early Defeasance Trust Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral that does not constitute a cash amount equal to or greater than the Purchase Price of the Early Defeasance Trust Mortgage Loan, under the circumstances described in Sections 2.03(j) and 2.03(k). (b) In the event the Trust Fund is to be terminated while any Swap Agreement is still in effect, the Trustee shall promptly notify the applicable Swap Counterparty in writing of the date on which the Trust Fund is to be terminated and that the notional amount of such Swap Agreement will be reduced to zero on such date. Based on the date of termination, the Trustee, prior to any final distributions to the Holders of the respective Classes of Floating Rate Certificates pursuant to Section 4.01, shall pay the related Net Floating Rate I Swap Payment, if any, to the applicable Swap Counterparty. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Tax Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIPool, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder REMIC I, REMIC II or the Master ServicerREMIC III, as applicablethe case may be, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee has been supplied with and the Master Servicer have received an Opinion of Counsel addressed to the Trustee, at the (which Opinion of Counsel shall not be an expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee) to the effect that the failure of REMIC I, REMIC II or REMIC III, as the Trust Fund case may be, to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition on the Trust Fund of taxes on “"prohibited transactions” ," as described in Section 860F of a REMICthe Code, or (ii) cause a either REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are Certificate is outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereoffor REMIC I, REMIC II, and the Trustee shall in turn REMIC III and specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Trust Fund's final Tax Return pursuant to Treasury Regulation regulations Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer also shall satisfy all of the requirements of a qualified liquidation for the Trust Fund under Section 860F of the Code and any the Treasury regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation periodperiod and, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute sell or credit, or cause to be distributed or credited, to the Holders otherwise dispose of all of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time.remaining assets of the Trust Fund in accordance with the terms hereof; and (biii) By their acceptance If the Master Servicer or the Class C or Class R Certificateholders is exercising its right to purchase the assets of the CertificatesTrust Fund, the Holders thereof hereby authorize Master Servicer, Class C or Class R Certificateholders shall, during the adoption of a 90-day liquidation period and at or prior to the adoption Final Distribution Date, purchase all of the assets of the Trust Fund for cash; PROVIDED, HOWEVER, that in the event that a calendar quarter ends after the commencement of the 90-day liquidation period but prior to the Final Distribution Date, neither the Master Servicer nor the Class C or Class R Certificateholders shall purchase any of the assets of the Trust Fund prior to the close of that calendar quarter. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting III at the requirements for a qualified liquidation under Section 860F expense of the Code Trust Fund in accordance with the terms and any regulations thereunder upon the written request conditions of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.this Agreement. 112

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VI II pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE C Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder event the Master Servicer or the Master ServicerSpecial Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Companion Loan if the U-Haul Self Storage Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the Trust Companion Loan if the U-Haul Self Storage Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund as provided in Section 9.01, or in the event the Class UHP Certificateholders exchange their Certificates for the Trust Companion Loan, the Upper-Tier REMIC and Lower-Tier REMIC or the U-Haul Self Storage Trust Companion Loan REMIC, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless which meet the Trustee has been supplied with an Opinion definition of Counsel addressed to the Trustee, at the expense a “qualified liquidation” in Section 860F(a)(4) of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not Code: (i) result the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing of the notice specified in Section 9.01) in a statement attached to each of the imposition of taxes on “prohibited transactions” of a REMIC, or related Trust REMICs’ final Tax Returns pursuant to Treasury Regulations Section 1.860F-1; (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or during the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and (iii) within such 90-day liquidation period and immediately following the making of the final payment on the Uncertificated Lower-Tier Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) and in respect of the Class UHP-R Interest (in the case of the U-Haul Self Storage Trust Companion Loan REMIC) all cash on hand (other than cash retained to meet claims), and REMIC I the Trust Fund (if applicable) or the related Trust REMIC(s) shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of Servicer exercises its purchase option on both of the Group I Mortgage Loans and the Group II Mortgage Loans as provided in Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a any of the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC as defined in section 860F of the Code, or (ii) cause a any of the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Depositor shall establish a 90-day liquidation period and notify the Trustee and the Servicer thereof, and the Trustee which shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Trust Fund's final Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Depositor shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Depositor as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee or the Servicer shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class R Certificateholders all cash on hand (other than cash retained to meet claimsoutstanding claims known to the Trustee), and REMIC I the Trust Fund shall terminate at that time, whereupon the Trustee shall have no further duties or obligations with respect to sums distributed or credited to the Class R Certificateholders. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Depositor to specify the 90-day liquidation period and for the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VITrust Fund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Servicer as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) 9.03 and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, the Trust as defined in Section 860F of the Code or (ii) cause a REMIC the Trust Fund constituting part of the Trust Fund to fail to qualify as a REMIC two REMICs at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicerfinal Distribution Date, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify adopt and sign a plan of complete liquidation of the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all Trust Fund meeting the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Master Servicer for cashcash pursuant to the terms of the plan of complete liquidation; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders of each of the Residual Class A Certificates and Class B Certificates, an amount equal to the sum of the related Certificate Principal Balance and one month’s interest thereon at the applicable Pass-Through Rate, (B) to the Holder of the Class A-5 Certificates one month’s interest on the Notional Amount thereof at the applicable Pass-Through Rate, and (C) to the Class R Certificateholders, all cash on hand after such payment to the Class A Certificateholders and Class B Certificateholders (other than cash retained to meet claims), ) and REMIC I the Trust shall terminate at that such time. (b) By their acceptance of the Certificates, the Holders Holder thereof hereby authorize agree to appoint the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to their attorney in fact to: (i) adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, (and the receipt of Certificateholders hereby appoint the Opinion of Counsel referred Trustee as their attorney in fact to in Section 10.03(a)(1sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably requested by required to carry out such plan of complete liquidation all in accordance with the Majority Class CE Certificateholder or the Master Servicer, as applicableterms hereof.

Additional Termination Requirements. (a) Upon exercise by In the Majority event that the Servicer on its own behalf or on behalf of the majority Class CE Certificateholder C Certificateholders or the Master ServicerNIMS Insurer, as applicableif any, purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property remaining in the Trust Fund pursuant to Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not : (i) result The Securities Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for final Tax Return of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI formed hereby pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor and obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee Securities Administrator shall sell all of the assets of REMIC I the Trust Fund to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Interests all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) The Servicer, the majority Class C Certificateholders or the NIMS Insurer, if any, as applicable, (if the Trust Fund is terminated pursuant to Section 9.01(a)(i)) or the Securities Administrator, as applicable, at the applicable party’s expense, shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC executed hereunder pursuant to this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Securities Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIexecuted hereunder, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or If the Master Servicer, as applicable, the Special Servicer or the Majority Subordinate Certificateholders purchase all of its purchase option the Mortgage Loans and the Trust Fund’s interest in each REO Property remaining in REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, either of REMIC I or REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed Person effecting the purchase obtains at its own expense and delivers to the TrusteeTrustee and, at in the expense case of the Majority Class CE Certificateholder or Depositor, to the Trustee and the Master Servicer, as applicablean Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, either of REMIC I or (ii) REMIC II as defined in Section 860F of the Code or cause a either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VI II pursuant to Treasury Regulation Regulations Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and REMIC I and REMIC II shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01on the Mortgage Loans, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee which shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Trust Fund's final Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R Certificateholders all cash on hand (other than cash retained to meet claims)) related to such Class of Certificates, and REMIC I the Trust Fund shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Master Servicer to specify the 90-day liquidation period and for the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VITrust Fund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and 9.03(a)(1), and, together with the holders of the Class A-R Certificates, agree to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01on the Mortgage Loans, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee which shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Trust Fund's final Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R Certificateholders all cash on hand (other than cash retained to meet claims)) related to such Class of Certificates, and REMIC I the Trust Fund shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Master Servicer to specify the 90-day liquidation period and for the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VITrust Fund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and 9.03(a)(1), and,together with the holders of the Class A-R Certificates, agree to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or If the Master Servicer, as applicable, the Special Servicer or the Majority Subordinate Certificateholders purchase all of its purchase option the Mortgage Loans and the Trust Fund’s interest in each REO Property (or beneficial interest in an REO Property related to the Non-Serviced Mortgage Loans) remaining in REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, either of REMIC I or REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed Person effecting the purchase obtains at its own expense and delivers to the TrusteeTrustee and, at in the expense case of the Majority Class CE Certificateholder or Depositor, to the Trustee and the Master Servicer, as applicablean Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, either of REMIC I or (ii) REMIC II as defined in Section 860F of the Code or cause a either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VI II pursuant to Treasury Regulation Regulations Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and REMIC I and REMIC II shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees . In the event the Trust Fund is to adopt and sign such a plan of complete liquidation meeting be terminated while the requirements for a qualified liquidation under Section 860F Swap Contract is still in effect, the Paying Agent shall promptly notify the applicable Swap Counterparty in writing of the Code date on which the Trust Fund is to be terminated and any regulations thereunder upon the written request notional amount of the Majority Class CE Certificateholder or applicable Swap Contract will be reduced to zero on such date. Based on the Master Servicerdate of termination, the Paying Agent shall calculate the Net Swap Payment, if any, as applicablespecified in Section 3.30, and prior to any final distribution to the receipt Holders of the Opinion of Counsel referred Class A-5FL Certificates pursuant to in Section 10.03(a)(19.01, shall pay such Net Swap Payment, if any, to the related Swap Counterparty. In the event that any fees (including termination fees) and will be payable to take such other action the Swap Counterparty in connection therewith as may with such termination, such fees will be reasonably requested by payable to the Majority Swap Counterparty solely from amounts remaining in the applicable Floating Rate Account after all distributions, to the Class CE Certificateholder or the Master Servicer, as applicableA-5FL Certificates are made pursuant to Section 9.01.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or the event any Master Servicer, as applicablethe Special Servicer, the Holders of its purchase option the Controlling Class or the Holders of the Class LR Certificates purchases all of the Mortgage Loans and the Trust Fund's portion of each REO Property remaining in the Trust Fund as provided in Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless which meet the Trustee has been supplied with an Opinion definition of Counsel addressed to the Trustee, at the expense a "qualified liquidation" in Section 860F(a)(4) of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not Code: (i) result the Trustee shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing of the notice specified in Section 9.01) in a statement attached to each of the imposition of taxes on “prohibited transactions” of a Upper-Tier REMIC, or 's and the Lower-Tier REMIC's final Tax Return pursuant to Treasury Regulations Section 1.860F-1; (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or during the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of the making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the applicable Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class LR Certificates, as applicable, for cash; and (3iii) At the time of within such 90-day liquidation period and immediately following the making of the final payment on the Uncertificated Lower-Tier Interests and the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class LR Certificates (in the case of the Lower-Tier REMIC) and the Class R Certificates (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust Fund and each of the Lower-Tier REMIC I and the Upper-Tier REMIC shall terminate at that time. (b) By their acceptance In the event the Trust Fund is to be terminated while the Swap Contract is still in effect, the Trustee shall promptly notify the Swap Counterparty in writing of the Certificatesdate on which the Trust Fund is to be terminated and that the notional amount of the Swap Contract will be reduced to zero on such date. Based on the date of termination, the Trustee shall calculate the Class A-2FL Net Swap Payment, if any, as specified in Section 3.32, and prior to any final distributions to the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and Class A-2FL Certificates pursuant to Section 9.01, shall pay such Class A-2FL Net Swap Payment, if any, to the Swap Counterparty. In the event that any regulations thereunder upon fees (including termination fees) are payable to the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action Swap Counterparty in connection therewith as may with such termination, such fees will be reasonably requested by payable to the Majority Swap Counterparty solely from amounts remaining in the Floating Rate Account after all distributions to the Class CE Certificateholder or the Master Servicer, as applicable.A-2FL Certificates are made pursuant to Section 9.01. [End of Article IX]

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period for REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, IV and REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V IV and REMIC VIV, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE C Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by If the Majority Depositor, any Controlling Class CE Certificateholder Certificateholder, the Special Servicer or the Master Servicer, as applicable, Servicer purchases all of its purchase option the Mortgage Loans and each REO Property remaining in the Lower-Tier REMIC as provided in Section 10.019.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Person effecting such purchase obtains at its own expense and delivers to the Trustee has been supplied with and the Tax Administrator, an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTax Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not result in an Adverse REMIC Event: (i) result the Tax Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Pool pursuant to Treasury Regulation Regulations Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the Majority Class CE Certificateholder or Mortgage Loans and REO Property remaining in the Master Servicer, as applicableLower-Tier REMIC; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the Lower-Tier REMIC I to the Master Servicer, the purchasing Controlling Class Certificateholder, the Special Servicer or the Depositor, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Tax Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIPool, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI 's Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I I, REMIC II and REMIC III for cash; and (3) At the time of the making of the final payment on the Certificates, the Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I I, REMIC II and REMIC III shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Master Servicer to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has and the Certificate Insurer have been supplied with an Opinion of Counsel addressed to the TrusteeTrustee and the Certificate Insurer, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V III and REMIC VI IV pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I I, REMIC II, REMIC III and REMIC IV for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, III and REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the TrusteeTrustee and the Securities Administrator, at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee and the Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VI II pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Securities Administrator on behalf of the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b4) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c5) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(111.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of Servicer exercises its purchase option on both of the Fixed Rate Mortgage Loans and the Adjustable Rate Mortgage Loans as provided in Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee which shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Trust Fund's final Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class R Certificateholders all cash on hand (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Master Servicer to specify the 90-day liquidation period and for the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VITrust Fund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(19.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VI II pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Trustee obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Securities Administrator as agent of the Trustee shall sell all of the assets of REMIC I and REMIC II for cash; and (3) At the time of the making of the final payment on the Certificates, the Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(111.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableC Certificateholder.

Additional Termination Requirements. (a) Upon exercise by In the event that the NIMS Insurer, the Majority Class CE Certificateholder Certificateholders or the Master Servicer, as applicable, of exercise its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, the Trust as defined in Section 860F of the Code or (ii) cause a any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates (other than the Class P Certificates) are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in designate a statement attached date within 90 days prior to the tax return for final Distribution Date as the date of adoption of plans of complete liquidation of each of REMIC I1, REMIC II2, REMIC III3, REMIC IV, REMIC V 4 and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or 5 and shall specify such date in the Master Servicer, as applicable, shall satisfy all the requirements final federal income tax return of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableeach REMIC; (2ii) During After the date of adoption of such 90-day plans of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Majority Class CE Certificateholders or the Servicer, as applicable, for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited in the order of priority set forth in Section 4.02 and then to the Holders of the Residual Certificates Class R Certificates, all cash on hand in respect of the REMIC 1, REMIC 2, REMIC 3 and REMIC 4, or to the Holders of the Class R-X Certificates, all cash on hand in respect of the REMIC 5, after such payment (other than cash retained to meet claims), ) and REMIC I the Trust shall terminate at that such time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize agree to appoint the Trustee as their attorney in fact to: (i) designate such date of adoption of a 90-day liquidation period and the adoption of a plan plans of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (cii) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by required to carry out such plans of complete liquidation all in accordance with the Majority Class CE Certificateholder or the Master Servicer, as applicableterms hereof.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicablethe Special Servicer, the Holders of its purchase option the Controlling Class or the Holders of the Class LR Certificates purchases all of the Mortgage Loans and the Trust Fund's portion of each REO Property remaining in the Trust Fund as provided in Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless which meet the Trustee has been supplied with an Opinion definition of Counsel addressed to the Trustee, at the expense a "qualified liquidation" in Section 860F(a)(4) of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not Code: (i) result the Trustee shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing of the notice specified in Section 9.01) in a statement attached to each of the imposition of taxes on “prohibited transactions” of a Upper-Tier REMIC, or 's and the Lower-Tier REMIC's final Tax Return pursuant to Treasury Regulations Section 1.860F-1; (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or during the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of the making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class LR Certificates, as applicable, for cash; and (3iii) At the time of within such 90 day liquidation period and immediately following the making of the final payment on the Uncertificated Lower-Tier Interests and the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class LR Certificates (in the case of the Lower-Tier REMIC) and the Class R Certificates (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust Fund and each of the Lower-Tier REMIC I and the Upper-Tier REMIC shall terminate at that time. (b) By their acceptance In the event the Trust Fund is to be terminated while the Swap Contract is still in effect, the Trustee shall promptly notify the Swap Counterparty in writing of the date on which the Trust Fund is to be terminated and that the notional amount of the Swap Contract will be reduced to zero on such date. Based on the date of termination, the Trustee shall calculate the Class A-2FL Net Swap Payment, if any, as specified in Section 3.31, and prior to any final distributions to the Holders of the Class A-2FL Certificates, pursuant to Section 9.01, shall pay such Class A-2FL Net Swap Payment, if any, to the Holders thereof hereby authorize Swap Counterparty. In the adoption of a 90-day liquidation period and event that any fees (including termination fees) are payable to the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action Swap Counterparty in connection therewith as may with such termination, such fees will be reasonably requested by payable to the Majority Swap Counterparty solely from amounts remaining in the Floating Rate Account after all distributions to the Class CE Certificateholder or the Master Servicer, as applicable.A-2FL Certificates are made pursuant to Section 9.01. [End of Article IX]

Additional Termination Requirements. (a) Upon exercise by If the Majority Depositor, Lehman Brothers, any Controlling Class CE Certificateholder Certificateholder, the Specixx Xxxvicer or the Master ServicerServicer purchases, as applicableor there is an exchange of all the Certificates for, all of its purchase option the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as provided in Section 10.019.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Person or group of Persons effecting such purchase or exchange obtains at its own expense and delivers to the Trustee has been supplied with and the Tax Administrator, an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTax Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event: (i) result the Tax Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Pool pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, regulations section 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense Person or group of Persons effecting the Majority Class CE Certificateholder purchase of, or exchange of all the Master ServicerCertificates for, as applicableall the Trust Mortgage Loans and REO Properties remaining in the Trust Fund; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or exchange, as applicable, all of the assets of REMIC I and each Loan REMIC, if any, to the appropriate Person(s) for cashcash or the Certificates, as applicable; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Sections 4.01 and 9.01 all cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. In addition, the foregoing requirements of this Section 9.02 shall apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust Mortgage Loan and liquidation of any related Loan REMIC if the defeasance proceeds are less than the Purchase Price of such Early Defeasance Trust Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral that does not constitute a cash amount equal to or greater than the Purchase Price of the Early Defeasance Trust Mortgage Loan, under the circumstances described in Sections 2.03(j) and 2.03(k). (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Tax Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIPool, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE I-C Certificateholder or the Master ServicerMajority Class II-C Certificateholder, as applicable, of its purchase option as provided in Section 10.0111.01, the related Sub-Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the Trustee, the Securities Administrator, at the expense of the Majority Class CE I-C Certificateholder or the Master ServicerMajority Class II-C Certificateholder, as applicable, to the effect that the failure of the related Sub-Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any related Certificates are outstanding: (1) The Majority Class CE I-C Certificateholder or the Master ServicerMajority Class II-C Certificateholder, as applicable, shall establish a 90-day liquidation period for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII, as applicable, and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and V, REMIC VI VI, REMIC VII or REMIC VIII, as applicable, pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE I-C Certificateholder or the Master ServicerMajority Class II-C Certificateholder, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunderthereunder with respect to each REMIC related to the terminated Sub-Trust, as evidenced by an Opinion of Counsel addressed to the Securities Administrator and the Trustee obtained at the expense of the Majority Class CE I-C Certificateholder or the Master ServicerMajority Class II-C Certificateholder, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the related Certificates, the Securities Administrator on behalf of the Trustee shall sell all of the assets of REMIC I or REMIC II, as applicable, for cash; and (3) At the time of the making of the final payment on the related Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII, as applicable, shall terminate at that time. (b4) By their acceptance of the related Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIthe related REMIC, which authorization shall be binding upon all successor related Certificateholders. (c5) The Trustee Securities Administrator, as agent for each REMIC related REMIC, hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE I-C Certificateholder or the Master ServicerMajority Class II-C Certificateholder, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) 11.03(a)(1), and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE I-C Certificateholder or the Master ServicerMajority Class II-C Certificateholder, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE I-C Certificateholder or the Master ServicerEMC or its designee, as applicable, of its purchase option as provided in Section 10.0111.01, the related Sub-Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has Trustee, the related Certificate Insurer and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the TrusteeTrustee and the related Certificate Insurer, at the expense of the Majority Class CE I-C Certificateholder or the Master ServicerEMC or its designee, as applicable, to the effect that the failure of the Sub-Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE I-C Certificateholder or the Master ServicerEMC or its designee, as applicable, shall establish a 90-day liquidation period for REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IVIV or REMIC V, REMIC V and REMIC VI as applicable, pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE I-C Certificateholder or the Master ServicerEMC or its designee, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Trustee obtained at the expense of the Majority Class CE I-C Certificateholder or the Master ServicerEMC or its designee, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Securities Administrator as agent of the Trustee shall sell all of the assets of REMIC I or REMIC III, as applicable, for cash; and (3) At the time of the making of the final payment on the related Certificates, the Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, shall terminate at that time. (b) By their acceptance of the related Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and for the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIrelated REMIC, which authorization shall be binding upon all successor related Certificateholders. (c) The Trustee Securities Administrator, as agent for each REMIC related REMIC, hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE I-C Certificateholder or the Master ServicerEMC or its designee, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) 11.03(a)(1), and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE I-C Certificateholder or the Master ServicerEMC or its designee, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or If the Master Servicer, as applicable, the Special Servicer or the Majority Subordinate Certificateholders purchase all of its purchase option the Mortgage Loans and the Trust Fund's interest in each REO Property remaining in REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, either of REMIC I or REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed Person effecting the purchase obtains at its own expense and delivers to the TrusteeTrustee and, at in the expense case of the Majority Class CE Certificateholder or Depositor, to the Trustee and the Master Servicer, as applicablean Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, either of REMIC I or (ii) REMIC II as defined in Section 860F of the Code or cause a either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VI II pursuant to Treasury Regulation Regulations Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and REMIC I and REMIC II shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, I and REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01on the Mortgage Loans, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or 133 the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-90 day liquidation period and notify the Trustee thereof, and the Trustee which shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Trust Fund's final Tax Return pursuant to Treasury Regulation Section 1.860F-11.860F 1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-90 day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R Certificateholders all cash on hand (other than cash retained to meet claims)) related to such Class of Certificates, and REMIC I the Trust Fund shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-Master Servicer to specify the 90 day liquidation period and for the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VITrust Fund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableand, and together with the receipt holders of the Opinion of Counsel referred to in Section 10.03(a)(1) and Class A-R Certificates, agree to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.. 134

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, EMC of its purchase option as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trustee has and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableEMC, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “"prohibited transactions” of a " on any REMIC, or (ii) cause a any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, EMC shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI III pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, EMC shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableEMC; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Securities Administrator as agent of the Trustee shall sell all of the assets of REMIC I I, REMIC II and REMIC III for cash; and (3) At the time of the making of the final payment on the Certificates, the Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableEMC, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(111.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableEMC.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, IV and REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V IV and REMIC VIV, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE C Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by If the Majority Class CE Certificateholder or the Master Servicer, as applicable, of its purchase option Clean-up Call is exercised as provided in Section 10.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee Securities Administrator has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableSponsor, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will 11.03 shall not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC as defined in section 860F of a REMICthe Code, or (ii) cause a any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Within 90 days prior to the final Distribution Date set forth in the notice given by the Majority In Interest of the Class CE Certificateholder I-C-1 Certificates or Class II-C Certificates that are exercising the Master Servicerright to purchase the Mortgage Loans under Section 11.01, as applicable, shall establish a 90-day liquidation period and notify at the Trustee thereof, and the Trustee shall in turn specify the first day expense of such period in Majority In Interest, the Securities Administrator shall adopt a statement attached plan of complete liquidation with respect to the tax return for each related REMICs within the meaning of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or section 860F(a)(4) of the Master Servicer, as applicable, shall satisfy all Code which meets the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableliquidation; (2ii) During such 90-day liquidation period, and at or prior to Within 90 days after the time of making the final payment on the Certificatesadoption of such a plan of complete liquidation, the Trustee Securities Administrator shall sell all of the assets of REMIC I related REMICs to the Majority In Interest of the applicable Class C Certificates that are exercising the right to purchase the related Mortgage Loans under Section 11.01 for cash; andcash in accordance with Section 11.01; (3iii) At On the time date specified for final payment of the making of the final payment on the related Certificates, the Trustee Securities Administrator shall cause to be made final distributions of principal and interest on the Certificates in accordance with Section 11.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand with respect to the related REMICs after such final payment (other than cash retained to meet claims), and REMIC I the related REMICs) shall terminate at that time.; (biv) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and V, REMIC VI, REMIC VII, REMIC VIII and REMIC IX will be terminated on the same date that REMIC I is terminated and REMIC XI, REMIC XII, REMIC XIII, REMIC XIV, REMIC XV and REMIC XVI will be terminated on the same date that REMIC X is terminated; and (v) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates with respect to the related REMICs be made after the 89th day from the date on which authorization shall be binding upon all successor Certificateholdersthe plan of complete liquidation for such REMICs is adopted. (cb) The Trustee Securities Administrator as agent for each any REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt In Interest of the Opinion of Counsel referred Class I-C-1 or Class II-C Certificates that are exercising the right to in purchase the Mortgage Loans under Section 10.03(a)(1) 11.01 and to take such other action in connection therewith as may be reasonably requested by such Majority In Interest. (c) By their acceptance of the Majority Class CE Certificateholder or Certificates, the Master Servicer, as applicableHolders thereof hereby authorize the Securities Administrator to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, purchase of its purchase option the Mortgage Loans as provided in Section 10.0110.01 hereof occurs, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed party or parties effecting such purchase obtains at its or their own expense and delivers or deliver to the Trustee, at the expense Trust Administrator and the Certificate Insurer an Opinion of Counsel, addressed to the Majority Class CE Certificateholder or Seller, the Master Servicer, as applicablethe Trustee, the Trust Administrator and the Certificate Insurer, to the effect that the failure of the Trust Fund either REMIC to comply with the requirements of this Section 10.03 10.02 will not (ix) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, either REMIC as defined in Section 860F of the Code or (iiy) cause a either REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Within 90 days prior to the Master Servicertime of the making of the final payment on the Certificates, as applicablethe Trustee, on behalf the REMICs, shall establish adopt a 90-day plan of complete liquidation period and notify the Trustee thereofof REMICs, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion thereunder and shall specify the first day of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicablesuch period in a statement attached to such REMIC's final Tax Returns pursuant to Treasury Regulations ss. 1.860F1; (2ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee Servicer, with the cooperation of the Trustee, shall sell all conduct a sale of the assets of REMIC I the Trust Estate to the purchasing party or parties for cash; and (3iii) At the time of the making of the final payment on the CertificatesCertificate, the Trustee Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates purchasing party or parties all cash on hand (in any Account not required to be paid to the Servicer, the Regular Certificateholders, or any other than cash retained to meet claims)Person, and REMIC I the Trust shall terminate at that time. (b) By their acceptance of the Class R Certificates, the related Holders thereof hereby agree to authorize the adoption Trustee on behalf of a 90-day liquidation period and the adoption of each REMIC to adopt a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIof the REMICs, which authorization shall be binding upon all successor Class R Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the If a Master Servicer, as applicablethe Special Servicer or the Majority Controlling Class Certificateholder purchases, or the Certificateholders (exclusive of its purchase option the Class R Certificateholders) exchange their Certificates for, all of the Trust Mortgage Loans and each REO Property (or, in the case of an SLC Mortgaged Property, if it has become an REO Property, and in the case of any Outside Administered REO Property, the Trust's interest therein) remaining in the Trust Fund as provided in Section 10.019.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Person effecting the purchase obtains at its own expense and delivers to the Certificate Administrator and the Trustee has been supplied with an Opinion of Counsel Counsel, addressed to the Certificate Administrator and the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “"prohibited -320- transactions” " of a REMIC, any REMIC Pool as defined in Section 860F of the Code or (ii) cause a any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Certificate Administrator shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Pool pursuant to Treasury Regulation Section regulations section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall either (A) sell all of the assets of REMIC I and, if applicable, the Loan REMIC, to the applicable Master Servicer, the Special Servicer or the Majority Controlling Class Certificateholder, as applicable, for cashcash or (B) exchange all the assets of REMIC I for the Certificates (exclusive of the Class R Certificates); and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. (b) By their acceptance In the event the Trust Fund is to be terminated while any Swap Agreement is still in effect, the Certificate Administrator shall promptly notify the applicable Swap Counterparty in writing of the Certificatesdate on which the Trust Fund is to be terminated and that the notional amount of such Swap Agreement will be reduced to zero on such date. Based on the date of termination, the Certificate Administrator, prior to any final distributions to the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon related Floating Rate Certificates pursuant to Section 4.01, shall pay the written request of related Net Floating Rate I Swap Payment, if any, to the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableapplicable Swap Counterparty.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE C Certificateholder or the Master Servicer, as applicable, of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V III and REMIC VI IV pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE C Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE C Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, III and REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE C Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE C Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by If the Majority Class CE Certificateholder Depositor or the Master Servicer, as applicable, Servicer purchases all of its purchase option the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC III) shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed Master Servicer or the Depositor, as applicable, obtains at its own expense and delivers to the TrusteeTrustee and, at in the expense case of the Majority Class CE Certificateholder or Depositor, to the Trustee and the Master Servicer, as applicablean Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMICREMIC I, REMIC II and REMIC III as defined in Section 860F of the Code or (ii) cause a REMIC I, REMIC II and REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI III pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by set forth in an Opinion of Counsel obtained by the purchasing party at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTrust Fund; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer or the Depositor, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and each of REMIC I I, REMIC II and REMIC III shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption for each of a plan of complete liquidation for REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event that the Master Servicer, as applicable, of Servicer exercises its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been supplied furnished with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, the Trust as defined in Section 860F of the Code or (ii) cause a any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or Trustee shall designate a date within 90 days prior to the final Distribution Date as the date of adoption of plans of complete liquidation of each of the Master ServicerREMIC, as applicablethe Middle REMIC, shall establish a 90-day liquidation period and notify the Trustee thereofSubsidiary REMIC, the Class B-2 REMIC and the Trustee Class X/N REMIC and shall specify such date in turn specify the first day of such period in a statement attached to the final federal income tax return for of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableREMIC; (2ii) During After the date of adoption of such 90-day plans of complete liquidation period, and at or prior to the time of making the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Servicer for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, credited in the following order of priority (A) (i) to the Holders of each of the Residual Class A-1 and Class A-2 Certificates, pro rata and (ii) to the Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, the related Certificate Principal Balance, as applicable, plus one month's interest thereon at the applicable Pass-Through Rate, (B) to the Class N and Class X Certificates in respect of the Class X Interest, the amount of any remaining Monthly Excess Cash Flow Amounts not previously distributed thereon, (C) to the remaining REMIC Regular Interests the amounts allocable thereto pursuant to Section 4.08 and (D) to the Class R Certificateholders, all cash on hand in respect of the related REMIC or REMICs after such payment (other than cash retained to meet claims), ) and REMIC I the Trust shall terminate at that such time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize agree to appoint the Trustee as their attorney in fact to: (i) designate such date of adoption of a 90-day liquidation period and the adoption of a plan plans of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (cii) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by required to carry out such plans of complete liquidation all in accordance with the Majority terms hereof. (c) Notwithstanding any other provision of this Agreement, the Class CE Certificateholder or B-2 REMIC will terminate on the Master Servicer, as applicablelast Distribution Date on which the Class B-2 Certificates are entitled to distributions pursuant to this Agreement.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or event the Master Servicer, as applicable, of its purchase option Servicer repurchases any Mortgage Loans or REO Property in a Loan Group as provided in Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition on the Trust of taxes on “prohibited transactions,” as described in Section 860F of a REMICthe Code, or (ii) cause a either REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC at any time that any Certificates are Certificate is outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee in writing thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return Tax Return for each of REMIC I1, REMIC II2, REMIC III3 or REMIC 4, REMIC IVas the case may be, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or Master Servicer and the Master Servicer, as applicable, Trustee also shall satisfy all of the requirements of a qualified liquidation for REMIC 1, REMIC 2, REMIC 3 or REMIC 4, as the case may be, under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable;; 168 (2ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the related Certificates, the Trustee shall sell all of the assets of REMIC I 1 or REMIC 2, as the case may be, for cash; and (3iii) At the time of the making of the final payment on the related Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class R Certificates all cash on hand (other than cash retained to meet claims), and REMIC I 1, REMIC 2, REMIC 3 or REMIC 4, as the case may be, shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIthe related REMICs, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1clause (a)(i) above and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or If the Master Servicer, as applicable, the Special Servicer or the Majority Subordinate Certificateholders purchase all of its purchase option the Mortgage Loans and the Trust Fund’s interest in each REO Property remaining in any ED Loan REMIC and REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, any ED Loan REMIC (unless earlier terminated), REMIC I and REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed Person effecting the purchase obtains at its own expense and delivers to the TrusteeTrustee and, at in the expense case of the Majority Class CE Certificateholder or Depositor, to the Trustee and the Master Servicer, as applicablean Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of a any ED Loan REMIC, REMIC I or (ii) REMIC II as defined in Section 860F of the Code or cause a any ED Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC IED Loan REMIC, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VI II pursuant to Treasury Regulation Regulations Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of each ED Loan REMIC, REMIC I to the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and each ED Loan REMIC, REMIC I and REMIC II shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC Ieach ED Loan REMIC, REMIC II, REMIC III, REMIC IV, REMIC V I and REMIC VIII, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by If the Majority Depositor, Lehman Brothers, any Xxxxxolling Class CE Certificateholder Certificateholder, the Special Servicer or the Master ServicerServicer purchases, as applicableor there is an exchange of all the Certificates for, all of its purchase option the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as provided in Section 10.019.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Person or group of Persons effecting such purchase or exchange obtains at its own expense and delivers to the Trustee has been supplied with and the Tax Administrator, an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTax Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event: (i) result the Tax Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Pool pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, regulations section 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense Person or group of Persons effecting the Majority Class CE Certificateholder purchase of, or exchange of all the Master ServicerCertificates for, as applicableall the Trust Mortgage Loans and REO Properties remaining in the Trust Fund; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or exchange, as applicable, all of the assets of REMIC I and each Loan REMIC, if any, to the appropriate Person(s) for cashcash or the Certificates, as applicable; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Sections 4.01 and 9.01 all cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. In addition, the foregoing requirements of this Section 9.02 shall apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust Mortgage Loan and liquidation of any related Loan REMIC if the defeasance proceeds are less than the Purchase Price of such Early Defeasance Trust Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral that does not constitute a cash amount equal to or greater than the Purchase Price of the Early Defeasance Trust Mortgage Loan, under the circumstances described in Sections 2.03(j) and 2.03(k). (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Tax Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIPool, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the event the Master Servicer or any Majority Certificateholder of the Controlling Class CE Certificateholder (other than the Sponsor or either Mortgage Loan Seller) purchases, or the Master ServicerSole Certificateholder exchanges all the Certificates for, as applicable, all of its purchase option the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC III) shall be terminated in accordance with the following additional requirements, unless the Master Servicer or such Majority Certificateholder, as applicable, obtains at its own expense and delivers to the Trustee has been supplied with and the REMIC Administrator an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableREMIC Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMICREMIC I, REMIC II or (ii) REMIC III as defined in Section 860F of the Code or cause a REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, REMIC Administrator shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI III pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer, the Majority Certificateholder of the Controlling Class or the Sole Certificateholder, as applicable, for cashcash and/or Certificates; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the applicable Class of Residual Certificates all cash on hand (other than cash retained to meet claims), and each of REMIC I I, REMIC II and REMIC III shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a 90-day liquidation period and the adoption of REMIC Administrator to adopt a plan of complete liquidation for of each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VIIII in accordance with the terms and conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or If the Master Servicer, as applicablethe Special Servicer or any single Controlling Class Certificateholder or group of Controlling Class Certificateholders purchases, or the Sole Certificateholder(s) shall exchange all of its purchase option the Certificates for, all the Mortgage Loans and each REO Property remaining in the Trust Fund as provided in Section 10.01SECTION 9.01, the Trust Fund and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless the purchasing party obtains at its own expense and delivers to the Trustee has been supplied with an Opinion of Counsel Counsel, addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 SECTION 9.02 will not result in an Adverse REMIC Event with respect to any REMIC Pool: (i) result the Trustee shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC IPool, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, regulation section 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder (as evidenced by an Opinion of Counsel obtained to such effect delivered on behalf and at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicablepurchasing party); (2ii) During during such 90-day liquidation period, period and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell sell/transfer all of the assets of REMIC I Mortgage Loans and each REO Property to the Master Servicer, the Special Servicer, the applicable Controlling Class Certificateholder(s) or the Sole Certificateholder(s), as the case may be, in exchange for cashcash and/or Certificates in accordance with SECTION 9.01; and (3iii) At the time of immediately following the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class R Certificates all remaining cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption Trustee to prepare and adopt, on behalf of a 90-day liquidation period and the adoption of Trust, a plan of complete liquidation for of each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V Pool in accordance with the terms and REMIC VIconditions of this Agreement, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. In the event of (ai) Upon the exercise by the Majority Class CE Certificateholder Master Servicer of the Cleanup Call pursuant to the terms of this Agreement or (ii) the Master Servicer, as applicable, final payment on or other liquidation of its purchase option as provided the last Mortgage Loan or REO Property in REMIC I pursuant to Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder Master Servicer (in the case of the exercise of the Cleanup Call) or the Master Servicer, as applicableDepositor, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder Master Servicer (in the case of the exercise of the Cleanup Call) or the Master Servicer, as applicable, Depositor (in all other cases) shall establish a 90ninety-day liquidation period and notify the Trustee thereof, and the Trustee Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable; (2) During such 90ninety-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee Master Servicer (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and REMIC I the Trust Fund shall terminate at that time. (b) . By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption Master Servicer (in the case of a 90the exercise of the Cleanup Call) or the Depositor (in all other cases) to specify the ninety-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) . The Trustee Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(110.03(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder Master Servicer or the Master ServicerDepositor, as applicable.

Additional Termination Requirements. (a) Upon exercise by In the Majority Class CE Certificateholder or the Master Servicer, as applicable, of event CMMC exercises its purchase option on both of the Group I Mortgage Loans and the Group II Mortgage Loans as provided in Section 10.019.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableCMMC, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a any of the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC as defined in section 860F of the Code, or (ii) cause a any of the Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Depositor shall establish a 90-day liquidation period and notify the Trustee and the Certificate Administrator thereof, and the Trustee which shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Trust Fund's final Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Depositor shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableCMMC; (2ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Depositor as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund for cash; and (3iii) At the time of the making of the final payment on the Certificates, the Trustee or the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class R Certificateholders all cash on hand (other than cash retained to meet claimsoutstanding claims known to the Trustee), and REMIC I the Trust Fund shall terminate at that time, whereupon the Trustee shall have no further duties or obligations with respect to sums distributed or credited to the Class R Certificateholders. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Depositor to specify the 90-day liquidation period and for the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VITrust Fund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee Certificate Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(19.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicableDepositor.

Additional Termination Requirements. (a) Upon exercise by If the Majority Class CE Certificateholder or Depositor, the Master Servicer, as applicable, the Special Servicer or the Majority Subordinate Certificate holders purchases all of its purchase option the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 10.019.01, the Trust Fund (and, accordingly, REMIC I, REMIC II, REMIC III and REMIC IV (if any)) shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed Person affecting the purchase obtains at its own expense and delivers to the TrusteeTrustee and, at in the expense case of the Majority Class CE Certificateholder or Depositor, to the Trustee and the Master Servicer, as applicablean Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMICREMIC I, REMIC II, REMIC III and REMIC IV (if any) as defined in Section 860F of the Code or cause REMIC I, REMIC II, REMIC III and REMIC IV (iiif any) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1i) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Trustee shall establish a specify the first day in the 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V III and REMIC VI IV (if any) pursuant to Treasury Regulation regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by set forth in an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable;Trust Fund; 185 (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Master Servicer, the Depositor, the Special Servicer or the Majority Subordinate Certificate holders, as applicable, for cash; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and each of REMIC I I, REMIC II, REMIC III and REMIC IV (if any) shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Trustee to specify the 90-day liquidation period and the adoption for each of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V III and REMIC VIIV (if any), which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, Terminator of its purchase option as provided in Section 10.01, the Trust Fund or the applicable REMICs shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the TrusteeCounsel, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTerminator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 11.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Terminator shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V III and REMIC VI IV at the time such REMIC is terminated pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Terminator shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTerminator; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee Terminator shall sell all of the assets of REMIC I I, REMIC II, REMIC III and REMIC IV for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a Terminator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC III, III and REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicableTerminator, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder Terminator. (d) If either, but not both, (i) the Group I Mortgage Loans or (ii) the Master ServicerGroup II Mortgage Loans are purchased pursuant to Section 10.01, as applicablethis section shall apply only to (i) REMIC I or (ii) REMIC II, REMI III and REMIC IV, respectively.

Additional Termination Requirements. (a) Upon exercise by the Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer of its purchase option as provided in Section 10.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has have been supplied with an Opinion of Counsel addressed to the Trustee, at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” " of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V II and REMIC VI III pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, Servicer shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicable; (2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I I, REMIC II and REMIC III for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time. (b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for REMIC I, REMIC II, II and REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.

Additional Termination Requirements. (a) Upon exercise by If the Majority Depositor, Xxxxxx Brothers, any Controlling Class CE Certificateholder Certificateholder, the Special Servicer or the Master ServicerServicer purchases, as applicableor there is an exchange of all the Certificates for, all of its purchase option the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as provided in Section 10.019.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Person or group of Persons effecting such purchase or exchange obtains at its own expense and delivers to the Trustee has been supplied with and the Tax Administrator, an Opinion of Counsel Counsel, addressed to the Trustee, at Trustee and the expense of the Majority Class CE Certificateholder or the Master Servicer, as applicableTax Administrator, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.03 9.02 will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event: (i) result the Tax Administrator shall specify the first day in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: (1) The Majority Class CE Certificateholder or the Master Servicer, as applicable, shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the tax return final Tax Return for each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Pool pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE Certificateholder or the Master Servicer, as applicable, regulations section 1.860F-1 and shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense Person or group of Persons effecting the Majority Class CE Certificateholder purchase of, or exchange of all the Master ServicerCertificates for, as applicableall the Trust Mortgage Loans and REO Properties remaining in the Trust Fund; (2ii) During during such 90-day liquidation period, period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or exchange, as applicable, all of the assets of REMIC I and each Loan REMIC, if any, to the appropriate Person(s) for cashcash or the Certificates, as applicable; and (3iii) At at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Sections 4.01 and 9.01 all cash on hand (other than cash retained to meet claims), and each REMIC I Pool shall terminate at that time. In addition, the foregoing requirements of this Section 9.02 shall apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust Mortgage Loan and liquidation of any related Loan REMIC if the defeasance proceeds are less than the Purchase Price of such Early Defeasance Trust Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral that does not constitute a cash amount equal to or greater than the Purchase Price of the Early Defeasance Trust Mortgage Loan, under the circumstances described in Sections 2.03(i) and 2.03(j). (b) In the event the Trust Fund is to be terminated while the Class A-2FL Swap Agreement is still in effect, the Trustee shall promptly notify the Class A-2FL Swap Counterparty in writing of the date on which the Trust Fund is to be terminated and that the notional amount of the Class A-2FL Swap Agreement will be reduced to zero on such date. Based on the date of termination, the Trustee, prior to any final distributions to the Holders of the Class A-2FL Certificates pursuant to Section 4.01, shall remit payments to the Class A-2FL Swap Counterparty in accordance with Section 3.29 of this Agreement. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the adoption of a Tax Administrator to specify the 90-day liquidation period and the adoption of a plan of complete liquidation for each REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VIPool, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class CE Certificateholder or the Master Servicer, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class CE Certificateholder or the Master Servicer, as applicable.