Common use of Additional Termination Requirements Clause in Contracts

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall establish prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a 90-day plan of complete liquidation period for each on behalf of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of II meeting the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder;, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at At or prior to after the time of making adoption of the final payment on the Certificates, the Trustee shall sell or otherwise dispose such a plan of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day complete liquidation period and at or prior to the Final final Distribution Date, purchase the Master Servicer on behalf of the Trust shall sell all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at to the expense Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Trust Fund Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation and to take such other action in accordance with the terms and conditions of this Agreementconnection therewith as may be reasonably necessary.

Additional Termination Requirements. (a) Each of In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall establish prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a 90-day plan of complete liquidation period for each on behalf of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of II meeting the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder;, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at At or prior to after the time of making adoption of the final payment on the Certificates, the Trustee shall sell or otherwise dispose such a plan of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day complete liquidation period and at or prior to the Final final Distribution Date, purchase the Master Servicer on behalf of the Trust shall sell all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at to the expense Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Trust Fund Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation and to take such other action in accordance with the terms and conditions of this Agreementconnection therewith as may be reasonably necessary.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirementsrequirements including upon the exercise by the Master Servicer of an optional redemption of the Notes pursuant to Section 8.08 of the Servicing Agreement, unless the Owner Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Owner Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 8.02 will not (i) result in the imposition on the Trust Fund Estate of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of such REMIC I and REMIC II, and specify the first day of such period in a statement attached statement, which the Indenture Trustee shall attach to the Trust FundREMIC I's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of a REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Owner Trustee and the Indenture Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Owner Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund Estate that are included in REMIC I in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust FundEstate, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Payment Date, purchase all of the assets of the Trust Fund Estate for cash. (b) . Each Holder of a Certificate Security and the Owner Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of such REMIC I and REMIC II at the expense of the Trust Fund Estate in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each In the event the applicable Servicer or all of REMIC I and REMIC II the Servicers exercise their purchase option with respect to the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) to applicable Servicer or all of the effect that the failure of any REMIC created hereunderServicers, as the case may be, to the effect that the failure to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," on either the Lower Tier REMIC or the Upper Tier REMIC as described defined in Section 860F of the Code, or (ii) cause any either the Lower Tier REMIC created hereunder or the Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (ia) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.to the applicable Servicer or all of the Servicers, as the case may be, and, within 90 days of such sale, shall distribute to the Certificateholders the proceeds of such sale in complete liquidation of each of the Lower Tier REMIC and the Upper Tier REMIC; and (b) Each Holder of The Trustee shall attach a Certificate and statement to the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation final federal income tax return for each of the Lower Tier REMIC I and the Upper Tier REMIC II at stating that pursuant to Treasury Regulations Section 1.860F-1, the expense first day of the 90-day liquidation period for each such REMIC was the date on which the Trustee sold the assets of the Trust Fund in accordance with to the terms and conditions of this Agreementapplicable Servicer or Servicers, as the case may be.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Master Servicer repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on the net income derived from "prohibited transactions" of the Trust Fund of taxes on "prohibited transactions," as described defined in Section 860F of the Code, Code or (ii) cause any REMIC created hereunder the Trust Fund to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer Trustee shall establish a 90-day liquidation period for each of REMIC I and REMIC II, the Trust Fund and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer also Trustee shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash; and (iii) 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 Class R Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) Each Holder By their acceptance of a Certificate and the Class R Certificates, the Holders thereof hereby agree to authorize the Trustee hereby irrevocably approves and appoints to specify the Master Servicer as its attorney90-in-fact to adopt a plan of complete day liquidation period for each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this AgreementFund, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II or REMIC III, as applicable, and REMIC IIany other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's, REMIC II's or REMIC III's, as applicable, and any other related terminating REMICs', final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash. (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 each of any REMIC I and REMIC II hereunder at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and I, REMIC II, REMIC III or REMIC IV, as applicable, and any other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's, REMIC II's, REMIC III's or REMIC IV's, as applicable, and any other related terminating REMICs', final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash. (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 each of any REMIC I and REMIC II hereunder at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II If the Master Servicer exercises its purchase option as provided in Section 10.01, the case may be, Trust shall be terminated in accordance with the following additional requirements, unless the Trustee Securities Administrator and the Master Servicer Trustee have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," or "prohibited contributions" in respect of any REMIC created hereunder as described defined in Section 860F of the CodeREMIC Provisions, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is related Certificates are outstanding: (i) The Master Servicer Securities Administrator shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fundeach REMIC's final Tax Return tax return pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer also 1.860F-1 and shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Trustee Securities Administrator shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund Estate to the Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Securities Administrator shall distribute or credit, or cause to be distributed or credited to the Holder of the Residual Certificate all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust shall terminate at that time. (b) Each By its acceptance of the Residual Certificate, the Holder of a Certificate and the Trustee thereof hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agree to adopt a take such other action in connection with such plan of complete liquidation for each of REMIC I and REMIC II at as may be reasonably requested by the expense of Depositor, the Trust Fund in accordance with Trustee or the terms and conditions of this AgreementSecurities Administrator.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II If the Master Servicer exercises its purchase option as provided in Section 10.01, the case may be, Trust shall be terminated in accordance with the following additional requirements, unless the Trustee Securities Administrator and the Master Servicer Trustee have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," or "prohibited contributions" in respect of any REMIC created hereunder as described defined in Section 860F of the CodeREMIC Provisions, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is related Certificates are outstanding: (i) The Master Servicer Securities Administrator shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fundeach REMIC's final Tax Return tax return pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer also 1.860F-1 and shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Trustee Securities Administrator shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund Estate to the Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Securities Administrator shall distribute or credit, or cause to be distributed or credited to the Holder of the Residual Certificate all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust shall terminate at that time. (b) Each By its acceptance of the Residual Certificate, the Holder thereof hereby agree to take such other action in connection with such plan of a Certificate and complete liquidation as may be reasonably requested by the Depositor, the Trustee hereby irrevocably approves or the Securities Administrator and appoints the Master Servicer as its attorney-in-fact if such action is not requested, is deemed to adopt such a plan of complete liquidation for each of REMIC I and REMIC II at when the expense of the Trust Fund in accordance with the terms and conditions of this AgreementMortgage Loans are purchased pursuant to Section 10.01.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1ss.1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. In the event of (ai) Each the exercise by the Master Servicer of the Cleanup Call pursuant to the terms of this Agreement, or (ii) the final payment on or other liquidation of the last Mortgage Loan or REO Property in REMIC I and REMIC II as the case may bepursuant to Section 10.01, shall be terminated in accordance with the following additional requirements, unless the Trustee and has been supplied with an Opinion of Counsel, at the expense of the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense in the case of the Trusteeexercise of the Cleanup Call) or the Depositor, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 10.03 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," as described in Section 860F ” of the Codea REMIC, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Master Servicer (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) shall establish a 90ninety-day liquidation period for each of REMIC I and REMIC IInotify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation tax return for each of REMIC I and REMIC II pursuant to Treasury Regulation Section 1.860F-1. The Master Servicer or the Depositor, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer or the Depositor, as applicable; (ii2) The Master Servicer shall notify the Trustee at the commencement of During such 90ninety-day liquidation period andperiod, and at or prior to the time of making the final payment on the Certificates, the 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 sell distribute or otherwise dispose of all credit, or cause to be distributed or credited, to the Holders of the remaining assets of related Residual Certificates all cash on hand in the Trust Fund in accordance with (other than cash retained to meet claims), and the terms hereof; and (iii) If Trust Fund shall terminate at that time. By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer is exercising its right to purchase (in the assets case of the Trust Fund, exercise of the Master Servicer shall, during Cleanup Call) or the 90Depositor (in all other cases) to specify the ninety-day liquidation period for REMIC I and at or prior to the Final Distribution DateREMIC II, purchase which authorization shall be binding upon all of the assets of the Trust Fund successor Certificateholders. The Trustee as agent for cash. (b) Each Holder of a Certificate and the Trustee each REMIC hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt and sign such a plan of complete liquidation for each of REMIC I and REMIC II at upon the expense written request of the Trust Fund Master Servicer or the Depositor, as applicable, and the receipt of the Opinion of Counsel referred to in accordance with Section 10.03(1) and to take such other action in connection therewith as may be reasonably requested by the terms and conditions of this AgreementMaster Servicer or the Depositor, as applicable.

Additional Termination Requirements. (a) Each of As provided in Sections 9.01 and 9.02, REMIC I 1, REMIC 2, REMIC 3 and REMIC II as the case may be, 4 shall be terminated in accordance with the following additional requirements, unless the Servicer at its own expense, obtains for the Trustee and the Master Servicer have received Securities Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Issuing Entity to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (ii) cause either any Trust REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Securities Administrator shall establish a 90-day liquidation period for each of Trust REMIC I and REMIC IIthat is being liquidated, as the case may be, and specify the first day of such period in a statement attached to the each such Trust Fund's REMIC’s final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Securities Administrator also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II such Trust REMIC, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer shall notify the Trustee and the Securities Administrator at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the related Certificates, the Trustee shall shall, as directed, sell or otherwise dispose of all of the remaining related assets of the Trust Fund Issuing Entity in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate irrevocably appoints and directs the Trustee to hereby irrevocably approves approve and appoints appoint the Master Servicer Securities Administrator as its attorney-in-fact and on behalf of the related Trust REMICs to adopt a plan of complete liquidation for each of such Trust REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Servicer or the Master Servicer, as applicable, repurchases the case may beMortgage Loans as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Servicer or the Master Servicer, as applicable, at its own expense, obtains for the Trustee and the Master Servicer have received Securities Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (ii) cause either any Trust REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Securities Administrator shall establish a 90-day liquidation period for each of REMIC I and REMIC IITrust REMIC, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's ’s final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Securities Administrator also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II Trust REMIC, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer shall notify the Trustee and the Securities Administrator at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer Securities Administrator as its attorney-in-fact to adopt a plan of complete liquidation for each of Trust REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1regulationsss.1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II or REMIC III, as applicable, and REMIC IIany other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's, REMIC II's or REMIC III's, as applicable, and any other related terminating REMICs', final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash. (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 each of any REMIC I and REMIC II hereunder at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each In the event the applicable Servicer or all of REMIC I and REMIC II the Servicers exercise their purchase option with respect to the Mortgage Loans as provided in Section 11.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received Securities Administrator has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) applicable Servicer or all of the Servicers or the Class X Certificateholder, as applicable, to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 11.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," on any REMIC created hereunder as described defined in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (ia) The Master Servicer shall establish a 90-day liquidation period for each Securities Administrator on behalf of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.to the applicable Servicer and, no later than the next Distribution Date after such sale (and in no event more than 90 days after such sale), shall, in the order set forth in Section 4.02 and subject to the payment of all amounts payable under Section 4.02, distribute to the Certificateholders the proceeds of such sale in complete liquidation of each of the REMICs created hereunder; and (b) Each Holder of The Securities Administrator shall attach a Certificate and statement to the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation final federal income tax return for each of the REMICs created hereunder stating that pursuant to Treasury regulations section 1.860F-1, the first day of the 90-day liquidation period for each such REMIC I and REMIC II at was the expense date on which the Securities Administrator on behalf of the Trustee sold the assets of the Trust Fund in accordance with to the terms and conditions of this Agreementapplicable Servicer or Servicers, as the case may be.

Additional Termination Requirements. (a) Each of In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall establish prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a 90-day plan of complete liquidation period for each on behalf of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of II meeting the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder;, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at At or prior to after the time of making adoption of the final payment on the Certificates, the Trustee shall sell or otherwise dispose such a plan of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day complete liquidation period and at or prior to the Final final Distribution Date, purchase the Master Servicer as agent of the Trustee shall sell all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at to the expense Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Trust Fund Tax Matters Person and the Trustee and to take such other action in accordance with connection therewith as may be reasonably requested by the terms and conditions of this AgreementTax Matters Person or the Trustee.

Additional Termination Requirements. (a) Each In the event the Master Servicer exercises its purchase option on both of REMIC I the Group 1 Mortgage Loans and REMIC II as the case may beGroup 2 Mortgage Loans, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) Master Servicer, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Codea REMIC, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC IInotify the Trustee thereof, and which shall in turn specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii2) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, 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 the Trust Fund for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall sell distribute or otherwise dispose credit, or cause to be distributed or credited, to the Class R Certificateholders all cash on hand (other than cash retained to meet claims) related to such Class of all of the remaining assets of Certificates, and the Trust Fund in accordance with the terms hereof; andshall terminate at that time. (iiib) If By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during specify the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of for the Trust Fund for cashFund, which authorization shall be binding upon all successor Certificateholders. (bc) Each Holder of a Certificate and the The Trustee as agent for each REMIC created hereunder hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt and sign such a plan of complete liquidation for each of REMIC I and REMIC II at upon the expense written request of the Trust Fund Master Servicer, and the receipt of the Opinion of Counsel referred to in accordance with Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the terms and conditions of this AgreementMaster Servicer.

Additional Termination Requirements. In the event of (ai) Each the exercise by the Master Servicer of the Cleanup Call pursuant to the terms of this Agreement, or (ii) the final payment on or other liquidation of the last Mortgage Loan or REO Property in REMIC I and REMIC II as the case may bepursuant to Section 10.01, shall be terminated in accordance with the following additional requirements, unless the Trustee and has been supplied with an Opinion of Counsel, at the expense of the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense in the case of the Trusteeexercise of the Cleanup Call) or the Depositor, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 10.03 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," as described in Section 860F ” of the Codea REMIC, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Master Servicer (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) shall establish a 90ninety-day liquidation period for each of REMIC I and REMIC IInotify the Trustee thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the Trust Fund's final Tax Return tax return for each of REMIC I, REMIC II and REMIC III pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer also or the Depositor, as applicable, shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer or the Depositor, as applicable; (ii2) The Master Servicer shall notify the Trustee at the commencement of During such 90ninety-day liquidation period andperiod, and at or prior to the time of making the final payment on the Certificates, the 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 sell distribute or otherwise dispose of all credit, or cause to be distributed or credited, to the Holders of the remaining assets of related Residual Certificates all cash on hand in the Trust Fund in accordance with (other than cash retained to meet claims), and the terms hereof; and (iii) If Trust Fund shall terminate at that time. By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer is exercising its right to purchase (in the assets case of the Trust Fund, exercise of the Master Servicer shall, during Cleanup Call) or the 90Depositor (in all other cases) to specify the ninety-day liquidation period for REMIC I, REMIC II and at or prior to the Final Distribution DateREMIC III, purchase which authorization shall be binding upon all of the assets of the Trust Fund successor Certificateholders. The Trustee as agent for cash. (b) Each Holder of a Certificate and the Trustee each REMIC hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt and sign such a plan of complete liquidation for each of REMIC I and REMIC II at upon the expense written request of the Trust Fund Master Servicer or the Depositor, as applicable, and the receipt of the Opinion of Counsel referred to in accordance with Section 10.03(1) and to take such other action in connection therewith as may be reasonably requested by the terms and conditions of this AgreementMaster Servicer or the Depositor, as applicable.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II II, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI and REMIC II, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Majority Class X Certificateholders exercise their purchase option or the Servicer exercises its purchase option, each as provided in Section 9.1, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee Securities Administrator and the Master Servicer NIMS Insurer, if any, have received been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) Securities Administrator, to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 9.3 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any an adverse REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstandingEvent: (i) The Master Servicer Trustee shall establish sell all of the assets that constitute the Trust Fund for cash as provided in Section 9.1(a)(i), and, within 90 days of such sale (such period the “90-day liquidation period”), shall distribute to (or credit to the account of) the Holders of the Certificates the proceeds of such sale together with other cash on hand (less amounts retained to meet claims) in complete liquidation of the Trust Fund and each REMIC created hereunder; and (ii) The Tax Matters Person shall attach (or cause to be attached) a statement to the final federal income tax return for each REMIC created hereunder stating that pursuant to Treasury Regulation § 1.860F-1, the first day of the 90-day liquidation period for each of such REMIC I and REMIC II, and specify was the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify date on which the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of sold the assets of the Trust Fund for cashpursuant to Section 9.1(a)(i). (b) Each Holder Notwithstanding anything herein to the contrary, the portion of the purchase price required to be paid by Section 9.1(a)(i) that is contained in clause (D) thereof shall not be paid to any REMIC formed hereby. Instead, such amount shall be paid by the purchaser directly to the holder of the Class X Certificates pursuant to a Certificate cash settled option contract. As a result, such amount shall not be paid to any REMIC or distributed by any REMIC. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Tax Matters Person, the Trustee and the Trustee hereby irrevocably approves and appoints Securities Administrator to undertake the Master Servicer as its attorneyabove-in-fact to adopt a plan of complete liquidation for each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreementdescribed actions.

Additional Termination Requirements. 141 (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each In the event of (i) the exercise by the Master Servicer of the Cleanup Call pursuant to the terms of this Agreement, or (ii) the final payment on or other liquidation of the last Mortgage Loan or REO Property in the related REMIC I and REMIC II as the case may bepursuant to Section 10.01, shall be terminated in accordance with the following additional requirements, unless the Trustee and Securities Administrator has been supplied with an Opinion of Counsel, at the expense of the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense in the case of the Trusteeexercise of the Cleanup Call) or the Depositor, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 10.03 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," as described in Section 860F ” of the Codea REMIC, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Master Servicer (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) shall establish a 90-day liquidation period for each of REMIC I and REMIC IInotify the Securities Administrator thereof, and the Securities Administrator shall in turn specify the first day of such period in a statement attached to the Trust Fund's final Tax Return tax return for the Subsidiary REMIC pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer also or the Depositor, as applicable, shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer or the Depositor, as applicable; (ii2) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, and at or prior to the time of making the final payment on the Certificates, the 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 the Subsidiary REMIC for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee Securities Administrator shall sell distribute or otherwise dispose of all credit, or cause to be distributed or credited, to the Holders of the remaining assets of related Residual Certificates all cash on hand in the Trust Fund in accordance with (other than cash retained to meet claims), and the terms hereof; andTrust Fund shall terminate at that time. (iiib) If By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer is exercising its right to purchase (in the assets case of the Trust Fund, exercise of the Master Servicer shall, during Cleanup Call) or the Depositor (in all other cases) to specify the 90-day liquidation period and at or prior to for the Final Distribution DateSubsidiary REMIC, purchase which authorization shall be binding upon all of the assets of the Trust Fund for cashsuccessor Certificateholders. (bc) Each Holder of a Certificate The Securities Administrator as agent for each REMIC hereby agrees to adopt and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt sign such a plan of complete liquidation for each of REMIC I and REMIC II at upon the expense written request of the Trust Fund Master Servicer or the Depositor, as applicable, and the receipt of the Opinion of Counsel referred to in accordance with Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the terms and conditions of this AgreementMaster Servicer or the Depositor, as applicable.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Servicer, the NIMS Insurer or the Master Servicer, as applicable, repurchases the case may beMortgage Loans as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Servicer, the NIMS Insurer or the Master Servicer, as applicable, at its own expense, obtains for the Trustee and the Master Servicer have received Securities Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1 or REMIC 2 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Securities Administrator shall establish a 90-day liquidation period for each of REMIC I 1 and REMIC II2, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Securities Administrator also shall satisfy all of the requirements of a qualified liquidation for each of 108 REMIC I 1 and REMIC II 2, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer or the NIMS Insurer, as applicable, shall notify the Trustee and the Securities Administrator at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer Securities Administrator as its attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I 1 and REMIC II 2 at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 109

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," 143 as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and or REMIC II, as applicable, and any other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's or REMIC II's, as applicable, and any other related terminating REMICs', final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash. (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 each of any REMIC I and REMIC II hereunder at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and or REMIC II, as applicable, and any other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's or REMIC II's, as applicable, and any other related terminating REMICs', final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms 159 hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash. (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 each of any REMIC I and REMIC II hereunder at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 160

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Master Servicer repurchases any Mortgage Loans or REO Property in a Loan Group as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of provided to the TrusteeTrustee at least two Business Days prior to the related Distribution Date) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC IInotify the Trustee in writing thereof, and the Trustee shall in turn specify the first day of such period in a statement attached to the Trust Fund's final Tax Return for each of REMIC 1, REMIC 2, REMIC 3 or REMIC 4, as the case may be, pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer and the Trustee also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and 1, REMIC II 2, REMIC 3 or REMIC 4, as the case may be, under Section 860F of the Code and the regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, as applicable; (ii) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, 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 1 or REMIC 2, as the case may be, for cash; and (iii) At the time of the making of the final payment on the related Certificates, the Trustee shall sell distribute or otherwise dispose of all credit, or cause to be distributed or credited, to the Holders of the remaining assets Class R Certificates all cash on hand (other than cash retained to meet claims), and REMIC 1, REMIC 2, REMIC 3 or REMIC 4, as the case may be, shall terminate at that time. (b) By their acceptance of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust FundCertificates, the Master Servicer shall, during Holders thereof hereby authorize the adoption of a 90-day liquidation period and at or prior to the Final Distribution Date, purchase all adoption of the assets of the Trust Fund for cash. (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 the 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 REMIC I and REMIC II at complete liquidation meeting the expense requirements for a qualified liquidation under Section 860F of the Trust Fund Code and any regulations thereunder upon the written request of the Master Servicer and the receipt of the Opinion of Counsel referred to in accordance with clause (a)(i) above and to take such other action in connection therewith as may be reasonably requested by the terms and conditions of this AgreementMaster Servicer.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event that the Class A-RLT Certificateholder exercises the Optional Call as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) Class A-RLT Certificateholder, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of the Trust Fund as described defined in Section section 860F of the Code, or (ii) cause any REMIC created hereunder the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC IInotify the Trustee thereof, and which shall in turn specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii2) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, 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 the Trust Fund for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall sell distribute or otherwise dispose of credit, or cause to be distributed or credited, to the Class A-RLT Certificateholder all of the remaining assets of cash on hand (other than cash retained to meet claims), and the Trust Fund in accordance with the terms hereof; andshall terminate at that time. (iiib) If By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during specify the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of for the Trust Fund for cashFund, which authorization shall be binding upon all successor Certificateholders. (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Majority Class C Certificateholder repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Majority Class C Certificateholder, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Trustee shall establish a 90-day liquidation period for each of REMIC I 1, REMIC 2 and REMIC II3, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Trustee also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I 1, REMIC 2 and REMIC II 3, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer Majority Class C Certificateholder shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I 1, REMIC 2 and REMIC II 3 at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 121

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Majority Class C Certificateholder repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Majority Class C Certificateholder, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Trustee shall establish a 90-day liquidation period for each of REMIC I 1, REMIC 2 and REMIC II3, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Trustee also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I 1, REMIC 2 and REMIC II 3, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer Majority Class C Certificateholder shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I 1, REMIC 2 and REMIC II 3 at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II II, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's ’s final Tax Return pursuant to Treasury regulations Section Regulations §1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer or the Holder of the Class SB Certificates is exercising its right to purchase the assets of the Trust Fund, the Master Servicer or the Holder of the Class SB Certificates, as applicable, shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Majority Class C Certificateholder repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Majority Class C Certificateholder, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Trustee shall establish a 90-day liquidation period for each of REMIC I 1, REMIC 2 and REMIC II3, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Trustee also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I 1, REMIC 2 and REMIC II 3, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer Majority Class C Certificateholder shall notify the Trustee at the 118 commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I 1, REMIC 2 and REMIC II 3 at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 119

Additional Termination Requirements. (a) Each of REMIC I and REMIC II , as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, II and specify the first day of such period in a statement attached to the Trust Fund's ’s final Tax Return pursuant to Treasury regulations Section §1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirementsrequirements including upon the exercise by the Servicer of an optional redemption of the Notes pursuant to Section 8.08 of the Servicing Agreement, unless the Owner Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Owner Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 8.02 will not (i) result in the imposition on the Trust Fund Estate of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of such REMIC I and REMIC II, and specify the first day of such period in a statement attached statement, which the Indenture Trustee shall attach to the Trust FundEstate's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of a REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Owner Trustee and the Indenture Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Owner Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund Estate in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust FundEstate, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Payment Date, purchase all of the assets of the Trust Fund Estate for cash. (b) Each Holder of a Certificate Security and the Owner Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of such REMIC I and REMIC II at the expense of the Trust Fund Estate in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1ss. 1. 860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 128

Additional Termination Requirements. In the event the Master Servicer, the Special Servicer or a Majority Certificateholder of the Controlling Class (aother than the Depositor or the Mortgage Loan Seller) Each purchases all of the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 9.01, the Trust (and, accordingly, REMIC I and REMIC II as the case may be, 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 and the Master Servicer have received REMIC Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of Counsel, addressed to the Trustee) Trustee and the REMIC Administrator, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (ii) cause any REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer the REMIC Administrator shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such in the 90 day liquidation period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under pursuant to Treasury Regulations Section 860F of the Code and the regulations thereunder1.860F-1; (ii) The Master Servicer shall notify the Trustee at the commencement of during such 90-90 day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of REMIC I to the Trust Fund in accordance with Master Servicer or the terms hereofMajority Certificateholder of the Controlling Class, as applicable, for cash; and (iii) If prior to the Master Servicer is exercising its right to purchase the assets end of the Trust Fund, the Master Servicer shall, during the 90-such 90 day liquidation period and at the time of the making of the final payment on the Certificates, the Trustee shall distribute or prior credit, or cause to be distributed or credited, to the Final Distribution Date, purchase all Holders of the assets Class R-I Certificates (in the case of the Trust Fund for cash. (bREMIC I) Each Holder of a Certificate and the Trustee hereby irrevocably approves Class R-II Certificates (in the case of REMIC II) all cash on hand (other than cash retained to meet claims), and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I and REMIC II shall terminate at the expense of the Trust Fund in accordance with the terms and conditions of this Agreementthat time.

Additional Termination Requirements. (a) Each of As provided in Sections 8.01 and 8.02, REMIC I 1 and REMIC II as the case may be, 2 shall be terminated in accordance with the following additional requirements, unless the Master Servicer at its own expense, obtains for the Trustee and the Master Servicer have received Securities Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Issuing Entity to comply with the requirements of this Section 9.02 8.03 will not (i) result in the imposition on the Trust Fund Issuing Entity of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (ii) cause either any Trust REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Securities Administrator shall establish a 90-day liquidation period for each of Trust REMIC I and REMIC IIthat is being liquidated, as the case may be, and specify the first day of such period in a statement attached to the each such Trust Fund's REMIC’s final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Securities Administrator also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II such Trust REMIC, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer shall notify the Trustee and the Securities Administrator at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the related Certificates, the Trustee shall shall, as directed, sell or otherwise dispose of all of the remaining related assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate irrevocably appoints and directs the Trustee to hereby irrevocably approves approve and appoints appoint the Master Servicer Securities Administrator as its attorney-in-fact and on behalf of the related Trust REMICs to adopt a plan of complete liquidation for each of such Trust REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III, REMIC IV and REMIC II V as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III, REMIC IV and REMIC V, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III, REMIC IV and REMIC IIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III, REMIC IV and REMIC II V under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer Residential Funding is exercising its right to purchase the assets of the Trust Fund, the Master Servicer Residential Funding shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II, REMIC III, REMIC IV and REMIC II V at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) [Each of REMIC I and REMIC II , as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section §1.860F-1;. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.;] (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.]

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, formed hereunder shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the TrusteeTrustee or the Insurer) to the effect that the failure of any REMIC created hereunder, as of the case may be, REMICs formed hereunder to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund any such REMIC of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created formed hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, as the case may be, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund relevant REMIC in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fundrelevant REMIC, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of such REMIC 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, the Master Servicer shall not purchase any of the assets of the Trust Fund for cashprior 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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 125

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II and REMIC III, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II or REMIC III, as applicable, and REMIC IIany other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's, REMIC II's or REMIC III's, as applicable, and any other related terminating REMICs' final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash. (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 each of any REMIC I and REMIC II hereunder at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 146

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event an Option to Purchase is exercised with respect to the Mortgage Loans as provided in Section 11.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) party upon whose instruction causes the exercise of an Option to Purchase, to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 11.03 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” on either the [Lower Tier] REMIC or the [Upper Tier] REMIC as described defined in Section 860F of the Code, Code or (ii) cause any either the [Lower Tier] REMIC created hereunder or the [Upper Tier] REMIC to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (ia) The Master Servicer shall establish a 90-day liquidation period for each Securities Administrator on behalf of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.to the party exercising the Option to Purchase, and, within 90 days of such sale, shall distribute to the Certificateholders the proceeds of such sale in complete liquidation of each of the [Lower Tier] REMIC and the [Upper Tier] REMIC; and (b) Each Holder of The Securities Administrator shall attach a Certificate and statement to the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation final federal income tax return for each of the [Lower Tier] REMIC I and the [Upper Tier] REMIC II at stating that pursuant to Treasury Regulations Section 1.860F-1, the expense first day of the 90-day liquidation period for each such REMIC was the date on which the Securities Administrator on behalf of the Trustee sold the assets of the Trust Fund in accordance with to the terms and conditions of this AgreementServicer.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1ss.1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Master Servicer repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Trustee shall establish a 90-day liquidation period for each of REMIC I 1 and REMIC II2, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Trustee also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I 1 and REMIC II 2, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I 1 and REMIC II 2 at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.ARTICLE X

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Servicer or the Master Servicer, as applicable, repurchases the case may beMortgage Loans as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Servicer or the Master Servicer, as applicable, at its own expense, obtains for the Trustee and the Master Servicer have received Securities Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause either any Trust REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Securities Administrator shall establish a 90-day liquidation period for each of REMIC I 1 and REMIC II2, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Securities Administrator also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II Trust REMIC, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer shall notify the Trustee and the Securities Administrator at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer Securities Administrator as its attorney-in-fact to adopt a plan of complete liquidation for each of Trust REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1ss. 1. 860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder;; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II , as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's ’s final Tax Return pursuant to Treasury regulations Section §1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the 147 Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 148

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Master Servicer repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirementsre quirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, as the case may be, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the 113 Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer or the Company is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer or the Company shall not 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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each In the event the Master Servicer or a Majority Certificateholder of the Controlling Class (other than the Sponsor or the Mortgage Loan Seller) purchases all of the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I and REMIC II as the case may be, 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 and the Master Servicer have received REMIC Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of Counsel, addressed to the Trustee) Trustee and the REMIC Administrator, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (ii) cause any REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer the REMIC Administrator shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under pursuant to Treasury regulation Section 860F of the Code and the regulations thereunder1.860F-1; (ii) The Master Servicer shall notify the Trustee at the commencement of during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of REMIC I to the Trust Fund in accordance with Master Servicer or the terms hereofMajority Certificateholder of the Controlling Class, as applicable, for cash; and (iii) If at the Master Servicer is exercising its right to purchase the assets time of the Trust Fundmaking of the final payment on the Certificates, the Master Servicer shallTrustee shall distribute or credit, during the 90-day liquidation period and at or prior cause to be distributed or credited, to the Final Distribution Date, purchase all Holders of the assets applicable Class of the Trust Fund for cashResidual 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) Each Holder By their acceptance of a Certificate and Certificates, the Trustee Holders thereof hereby irrevocably approves and appoints agree to authorize the Master Servicer as its attorney-in-fact REMIC Administrator to adopt a plan of complete liquidation for of each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) Each If the Depositor, the Master Servicer or the Special Servicer purchases all of the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC II as the case may be, III) shall be terminated in accordance with the following additional requirements, unless the Master Servicer, the Special Servicer or the Depositor, as applicable, obtains at its own expense and delivers to the Trustee and the REMIC Administrator and, in the case of the Depositor, to the Trustee and the Master Servicer have received Servicer, an Opinion of Counsel (which Opinion of Counsel shall not be an expense of Counsel, addressed to the Trustee) , the REMIC Administrator and the Master Servicer, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I, REMIC II or REMIC III as described defined in Section 860F of the CodeCode or cause REMIC I, REMIC II or (ii) cause any REMIC created hereunder III to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer the REMIC Administrator shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return for each of REMIC I, REMIC II and REMIC III pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also 1.860F-1 and shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and any regulations thereunder as set forth in an Opinion of Counsel obtained by the regulations thereunderpurchasing party at the expense of such purchasing party; (ii) The Master Servicer shall notify the Trustee at the commencement of during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of REMIC I to the Trust Fund in accordance with Master Servicer or the terms hereofDepositor, as applicable, for cash; and (iii) If at the Master Servicer is exercising its right to purchase the assets time of the Trust Fundmaking of the final payment on the Certificates, the Master Servicer shallPaying Agent shall distribute or credit, during or cause to be distributed or credited, to the Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and each of REMIC I, REMIC II and REMIC III shall terminate at that time. (b) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the REMIC Administrator to specify the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this AgreementIII, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II and REMIC III, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 134

Additional Termination Requirements. 145 (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 146

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1ss. 1. 860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 130

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Depositor exercises its purchase option as provided in Section 9.1, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer Certificate Administrator have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.3 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I, REMIC II or REMIC III of the Trust Fund as described in Section 860F 860F(a)(2) of the Code, or (ii) cause any either REMIC created hereunder I, REMIC II or REMIC III of the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (iA) The Master Servicer Within 90 days prior to the final Distribution Date set forth in the notice given by the Depositor under Section 9.1, the Tax Matters Person shall establish prepare the documents associated with and shall adopt a 90-day plan of complete liquidation period for of each of REMIC I I, REMIC II and REMIC II, and specify the first day III of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiB) If At or after the Master Servicer is exercising its right to purchase the assets time of the Trust Fund, the Master Servicer shall, during the 90-day adoption of such a plan of complete liquidation period and at or prior to the Final final Distribution Date, purchase the Servicer as agent of the Trustee shall sell all of the assets of the Trust Fund to the Depositor for cashcash in accordance with such plan of liquidation; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Servicer shall not sell 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 The Tax Matters Person hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt such a plan of complete liquidation for each of REMIC I and REMIC II at to take such other action in connection therewith as may be reasonably requested by the expense of the Trust Fund in accordance with the terms and conditions of this AgreementServicer.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II as the case may be, III shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunderI, REMIC II or REMIC III, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; andand 119 (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II II, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI and REMIC II, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer Residential Funding is exercising its right to purchase the assets of the Trust Fund, the Master Servicer Residential Funding shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, formed hereunder shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as of the case may be, REMICs formed hereunder to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund any such REMIC of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created formed hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC IA, REMIC II and REMIC IIIII, as the case may be, and specify the first day of such period in a statement attached to the Trust Fundthat REMIC's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC IA, REMIC II and REMIC II III, as the case may be, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund relevant REMIC in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fundrelevant REMIC, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of such REMIC 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, 118 the Master Servicer shall not purchase any of the assets of the Trust Fund for cashprior 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 each of REMIC I I, REMIC IA, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of In the event that the related Terminator purchases all the Mortgage Loans and each related REO Property, REMIC I and REMIC II as (in the case may beof a purchase of all the Mortgage Loans and each related REO Property), shall be terminated terminated, in each case in accordance with the following additional requirements, unless requirements (or in connection with the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense final payment on or other liquidation of the Trustee) to last Mortgage Loan or related REO Property remaining in REMIC I, the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 will not additional requirement specified in clause (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding:below): (i) The Master Servicer Trust Administrator shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's REMIC I’s final Tax Return pursuant to Treasury regulations regulation Section 1.860F-1. The Master Servicer also , and such termination shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, 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 or otherwise dispose of all of the remaining assets of REMIC I to the Trust Fund in accordance with the terms hereofrelated Terminator for cash; and (iii) If At the Master Servicer is exercising its right time of the making of the final payment on the related Certificates, the Paying Agent shall distribute or credit, or cause to purchase be distributed or credited, to the assets Holders of the 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), at the expense of the Trust FundAdministrator), the Master Servicer shallTrust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of REMIC I pursuant to this Section 9.02. (c) By their acceptance of Certificates, during the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreementwhich authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI and REMIC II, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the 143 Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Optional Termination Holder repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Optional Termination Holder, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I 1, REMIC 2 and REMIC II3, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Trustee also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I 1, REMIC 2 and REMIC II 3, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer Optional Termination Holder shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I 1, 114 REMIC 2 and REMIC II 3 at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 115

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, formed hereunder shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the TrusteeTrustee or the Insurer) to the effect that the failure of any REMIC created hereunder, as of the case may be, REMICs formed hereunder to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund any such REMIC of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created formed hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, as the case may be, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund relevant REMIC in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fundrelevant REMIC, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of such REMIC 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, the Master Servicer shall not purchase any of the assets of the Trust Fund for cashprior 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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II , as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1ss. 1. 860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 113

Additional Termination Requirements. (a) Each In the event the Master Servicer or any Majority Certificateholder of the Controlling Class (other than the Depositor or either Mortgage Loan Seller) purchases, or the Sole Certificateholder exchanges all the Certificates for, all of the Mortgage Loans and each REO Property remaining in each REMIC I and Pool as provided in Section 9.01, the Trust (and, accordingly, each REMIC II as the case may be, Pool) 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 and the Master Servicer have received Tax Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of Counsel, addressed to the Trustee) Trustee and the Tax Administrator, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of any REMIC Pool as described defined in Section 860F of the Code, Code or (ii) cause any REMIC created hereunder Pool to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer the Tax Administrator shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return for each REMIC Pool pursuant to Treasury regulations regulation Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of each REMIC Pool to the Trust Fund in accordance with Master Servicer, the terms hereofMajority Certificateholder of the Controlling Class or the Sole Certificateholder, as applicable, for cash and/or Certificates; and (iii) If at the Master Servicer is exercising its right to purchase the assets time of the Trust Fundmaking of the final payment on the Certificates, the Master Servicer shallTrustee shall distribute or credit, during the 90-day liquidation period and at or prior cause to be distributed or credited, to the Final Distribution Date, purchase all Holders of the assets applicable Class of the Trust Fund for cashResidual Certificates all cash on hand (other than cash retained to meet claims), and each of REMIC Pool shall terminate at that time. (b) Each Holder By their acceptance of a Certificate and Certificates, the Trustee Holders thereof hereby irrevocably approves and appoints agree to authorize the Master Servicer as its attorney-in-fact Tax Administrator to adopt a plan of complete liquidation for of each of REMIC I and REMIC II at the expense of the Trust Fund Pool in accordance with the terms and conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) Each of [Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II or REMIC III, as applicable, and REMIC IIany other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's, REMIC II's or REMIC III's, as applicable, and any other related terminating REMICs', final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash.] (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 each of any REMIC I and REMIC II hereunder at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.]

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Master Servicer repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Trustee shall establish a 90-day liquidation period for each of REMIC I 1, REMIC 2 and REMIC II3, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's ’s final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Trustee also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I 1 and REMIC II 2, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I 1, REMIC 2 and REMIC II 3 at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. ARTICLE X

Additional Termination Requirements. (a) Each of REMIC I In the event the Master Servicer exercises its purchase option as provided in Section 9.01, the related Mortgage Loans and REMIC II as REO Properties then remaining in the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) Master Servicer, to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," on any REMIC as described defined in Section section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.02, the Master Servicer shall establish prepare and the Trustee, at the expense of the "tax matters person," shall adopt a 90-day plan of complete liquidation period for each of REMIC I and REMIC IILoan Group 1 or Loan Group 2, and specify as applicable, within the first day meaning of such period in a statement attached to section 860F(a)(4) of the Trust Fund's final Code which, as evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of Matters Person), meets the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder;liquidation; and (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to Within 90 days after the time of making adoption of the final payment on the Certificatessuch a plan of complete liquidation with respect to Loan Group 1 or Loan Group 2, as applicable, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund to the Master Servicer for cashcash in accordance with Section 9.01. (b) Each Holder of a Certificate and the Trustee The Trustee, as agent for any REMIC created hereunder, hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt and sign such a plan of complete liquidation for each of REMIC I and REMIC II at upon the expense written request of the Trust Fund Master Servicer, and the receipt of the Opinion of Counsel referred to in accordance Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and the Trustee to adopt and sign a plan of complete liquidation with the terms and conditions of this Agreementrespect to Loan Group 1 or Loan Group 2, as applicable.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Servicer or the Master Servicer, as applicable, repurchases the case may beMortgage Loans as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Servicer or the Master Servicer, as applicable, at its own expense, obtains for the Trustee and the Master Servicer have received Securities Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause either any Trust REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Securities Administrator shall establish a 90-day liquidation period for each of REMIC I 1, REMIC 2, REMIC 3 and REMIC II4, as the case may be, and specify the 116 first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Securities Administrator also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II Trust REMIC, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer shall notify the Trustee and the Securities Administrator at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer Securities Administrator as its attorney-in-fact to adopt a plan of complete liquidation for each of Trust REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 117

Additional Termination Requirements. (a) Each In the event that the Master Servicer purchases the Trust Collateral or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC I and REMIC II as occurs pursuant to Section 10.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee Trust Administrator and the Master Servicer have received an Opinion of Counsel (Counsel, which Opinion of Counsel shall not be an at the expense of the Trustee) Master Servicer (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Master Servicer or the Trust Administrator), to the effect that the failure of any the Subsidiary REMIC created hereunder, as the case may be, to comply with the such additional requirements of this Section 9.02 10.02 will not (iA) result in the imposition on the Trust Fund of taxes on "“prohibited transactions," ” as described in Section 860F of the Code, or (iiB) cause any REMIC created hereunder formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Trust Administrator shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's each REMIC’s final Tax Return pursuant to Treasury regulations regulation Section 1.860F-1. The Master Servicer also 1.860F-1 and shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee Trust Administrator shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints Subsidiary REMIC to the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.cash; and

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-90 day liquidation period for each of REMIC I I, REMIC II or REMIC III, as applicable, and REMIC IIany other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's, REMIC II's or REMIC III's, as applicable, and any other related terminating REMICs', final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash. ; (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 each of any REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with 135 the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust FundREMIC I's final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of any REMIC I and REMIC II hereunder at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II and REMIC III, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 144

Additional Termination Requirements. (a) Each of REMIC I and REMIC II II, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI and REMIC II, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not purchase any of the assets of the Trust Fund prior to the close of that calendar quarter. 117 (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each In the event the Company exercises its purchase option as provided in Section 9.01, the Trust Fund and each of the Upper Tier REMIC I and the Lower Tier REMIC II as the case may be, established hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of either the Upper Tier REMIC or the Lower Tier REMIC as described defined in Section section 860F of the Code, or (ii) cause any REMIC created hereunder the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached Within 90 days prior to the Trust Fund's final Tax Return pursuant to Treasury regulations Distribution Date set forth in the notice given by the Trustee under Section 1.860F-1. The Master Servicer also 9.01, the Company shall satisfy all prepare and the Trustee shall execute and adopt a plan of complete liquidation for either the Upper Tier REMIC or the Lower Tier REMIC within the meaning of section 860F(a)(4)(A)(i) of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder;Code, which shall be evidenced by such notice; and (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to Within 90 days after the time of making adoption of the final payment on the Certificatessuch a plan of complete liquidation, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund to the Company for cashcash in accordance with Section 9.01. (b) Each Holder By their acceptance of a Certificate and the Residual Certificates, the Holders thereof hereby authorize the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt such a plan of complete liquidation which authorization shall be binding on all successor Holders of the Residual Certificates. (c) On the final federal income tax return for each of the Upper Tier REMIC I and REMIC II at the expense Lower Tier REMIC, the Trustee will attach a statement specifying the date of the Trust Fund in accordance with adoption of the terms and conditions plan of this Agreementliquidation.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Depositor exercises its purchase option as provided in Section 9.1, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer Certificate Administrator have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.3 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I, REMIC II or REMIC III of the Trust Fund as described in Section 860F 860F(a)(2) of the Code, or (ii) cause any either REMIC created hereunder I, REMIC II or REMIC III of the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (iA) The Master Servicer Within 90 days prior to the final Distribution Date set forth in the notice given by the Depositor under Section 9.1, the Tax Matters Person shall establish prepare the documents associated with and shall adopt a 90-day plan of complete liquidation period for of each of REMIC I I, REMIC II and REMIC II, and specify the first day III of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiB) If At or after the Master Servicer is exercising its right to purchase the assets time of the Trust Fund, the Master Servicer shall, during the 90-day adoption of such a plan of complete liquidation period and at or prior to the Final final Distribution Date, purchase the Servicer as agent of the Trustee shall sell all of the assets of the Trust Fund to the Depositor for cashcash in accordance with such plan of liquidation; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Servicer shall not sell 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 The Tax Matters Person hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt such a plan of complete liquidation for each of REMIC I and REMIC II at to take such other action in connection therewith as may be reasonably requested by the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.Servicer. 100

Additional Termination Requirements. 134 (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 135

Additional Termination Requirements. (a) Each of Any REMIC I and REMIC II hereunder, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-90 day liquidation period for each of REMIC I I, REMIC II or REMIC III, as applicable, and REMIC IIany other related terminating REMICs, and specify the first day of such period in a statement attached to the Trust FundREMIC I's, REMIC II's or REMIC III's, as applicable, and any other related terminating REMICs', final Tax Return pursuant to Treasury regulations Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund liquidating REMICs in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund liquidating REMICs for cash.; (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 each of any REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of 159 REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 160

Additional Termination Requirements. (a) Each of In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall establish prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a 90-day plan of complete liquidation period for each on behalf of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of II meeting the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder;, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at At or prior to after the time of making adoption of the final payment on the Certificates, the Trustee shall sell or otherwise dispose such a plan of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day complete liquidation period and at or prior to the Final final Distribution Date, purchase the Master Servicer as agent of the Trustee shall sell all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at to the expense Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Trust Fund Tax Matters Person and the Trustee and to take such other action 134 in accordance with connection therewith as may be reasonably requested by the terms and conditions of this AgreementTax Matters Person or the Trustee.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1Regulationsss.1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and or REMIC II II, as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunderI or REMIC II, as the case may be, to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, II and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II the Trust Fund under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer or the Company is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer or the Company shall not 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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 146

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the 140 Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 141

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Master Servicer repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirementsre quirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II II, as the case may be, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer or the Company is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer or the Company shall not 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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Majority Class C Certificateholder repurchases the Mortgage Loans as provided in Section 9.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Majority Class C Certificateholder, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any either REMIC created hereunder 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer Trustee shall establish a 90-day liquidation period for each of REMIC I 1, REMIC 2 and REMIC II3, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer Trustee also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I 1, REMIC 2 and REMIC II 3, as the case may be, under Section 860F of the Code and the regulations thereunder;; and (ii) The Master Servicer Majority Class C Certificateholder shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I 1, REMIC 2 and REMIC II 3 at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 128

Additional Termination Requirements. (a) Each If the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders purchase all of the Mortgage Loans and the Trust Fund's interest in each REO Property (or beneficial interest in an REO Property related to the One & Two International Place Loan or the 450 West 33rd Street Loan) remaining in REMIC I as provided in Sectiox 0.00, xxx Xxxxx Xxnd (and, accordingly, either of REMIC I and or REMIC II as the case may be, II) 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 Trustee and, in the case of the Depositor, to the Trustee and the Master Servicer have received Servicer, an Opinion of Counsel (which Opinion of Counsel shall not be an expense of Counsel, addressed to the Trustee) Trustee and the Master Servicer, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of either of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (ii) cause any either of REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer the Trustee shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under pursuant to Treasury Regulations Section 860F of the Code and the regulations thereunder1.860F-1; (ii) The Master Servicer shall notify the Trustee at the commencement of during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of REMIC I to the Trust Fund in accordance with Master Servicer, the terms hereofSpecial Servicer or the Majority Subordinate Certificateholders, as applicable, for cash; and (iii) If at the Master Servicer is exercising its right to purchase the assets time of the Trust Fundmaking of the final payment on the Certificates, the Master Servicer shallTrustee shall distribute or credit, during or cause to be distributed or credited, to the 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 Certificates, the Holders thereof hereby authorize the Trustee to specify the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this AgreementII, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) Each of In the event the Master Servicer exercises its purchase option as provided in Section 9.1, the Trust Fund and each REMIC I and REMIC II as the case may be, created hereunder shall be terminated in accordance with the following additional requirements, unless each of the Trustee and the Master Servicer have received AGC has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) Master Servicer, to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 9.3 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," on any REMIC as described defined in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Within 90 days prior to the final Distribution Date set forth in the notice given by the Master Servicer under Section 9.2, the Master Servicer shall establish prepare and the Trustee, at the expense of the "tax matters person," shall adopt a 90-day plan of complete liquidation period within the meaning of Section 860F(a)(4) of the Code for each REMIC created hereunder which, as evidenced by an Opinion of REMIC I and REMIC II, and specify the first day of such period in a statement attached Counsel addressed to the Trust Fund's final Trustee and AGC (which opinion shall not be an expense of the Trustee, AGC or the Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of Matters Person), meets the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder;liquidation; and (ii2) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to Within 90 days after the time of making adoption of the final payment on the Certificatessuch plans of complete liquidation, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund to the Master Servicer for cashcash in accordance with Section 9.1. (b) Each Holder of a Certificate and the The Trustee as agent for any REMIC established hereunder hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt and sign such a plan of complete liquidation for each of REMIC I and REMIC II at upon the expense written request of the Trust Fund Master Servicer, and the receipt of the Opinion of Counsel referred to in accordance with Section 9.3(a)(1) and to take such other action in connection therewith as may be reasonably requested by the terms Master Servicer. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer to prepare and conditions the Trustee to adopt and sign plans of this Agreementcomplete liquidation.

Additional Termination Requirements. (a) Each If the Depositor or the Master Servicer purchases all of the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC II as the case may be, III) shall be terminated in accordance with the following additional requirements, unless the Master Servicer or the Depositor, as applicable, obtains at its own expense and delivers to the Trustee and, in the case of the Depositor, to the Trustee and the Master Servicer have received Servicer, an Opinion of Counsel (which Opinion of Counsel shall not be an expense of Counsel, addressed to the Trustee) Trustee and the Master Servicer, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I, REMIC II and REMIC III as described defined in 173 Section 860F of the CodeCode or cause REMIC I, or (ii) cause any REMIC created hereunder II and REMIC III to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer the Trustee shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return for each of REMIC I, REMIC II and REMIC III pursuant to Treasury regulations regulation Section 1.860F-1. The Master Servicer also 1.860F-1 and shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and any regulations thereunder as set forth in an Opinion of Counsel obtained at the regulations thereunderexpense of the Trust Fund; (ii) The Master Servicer shall notify the Trustee at the commencement of during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of REMIC I to the Trust Fund in accordance with Master Servicer or the terms hereofDepositor, as applicable, for cash; and (iii) If at the Master Servicer is exercising its right to purchase the assets time of the Trust Fundmaking of the final payment on the Certificates, the Master Servicer shallPaying Agent shall distribute or credit, during or cause to be distributed or credited, to the Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and each of REMIC I, REMIC II and REMIC III shall terminate at that time. (b) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trustee to specify the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (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 each of REMIC I I, REMIC II and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this AgreementIII, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II as In the case may beevent the Terminator exercises its purchase option, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received 150 has been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) Terminator, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust Fund to comply with the requirements of this Section 9.02 9.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Codea REMIC, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC IInotify the Trustee thereof, and which shall in turn specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Regulation Section 1.860F-1. The Master Servicer also shall prepare a plan of complete liquidation and shall otherwise satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator; (ii2) The Master Servicer shall notify the Trustee at the commencement of During such 90-day liquidation period andperiod, 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 the Trust Fund to the Terminator for cash; and (3) At the time of the making of the final payment on the Certificates, the Trustee shall sell distribute or otherwise dispose credit, or cause to be distributed or credited, to the Class A-R Certificateholders all cash on hand (other than cash retained to meet claims) related to such Class of all of the remaining assets of Certificates, and the Trust Fund in accordance with the terms hereof; andshall terminate at that time. (iiib) If By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during specify the 90-day liquidation period and at or prior for the Trust Fund, which authorization shall be binding upon all successor Certificateholders. The Trustee shall attach a statement to the Final Distribution Datefinal federal income tax return for each of any REMIC created hereunder stating that pursuant to Treasury Regulation Section 1.860F-1, purchase all the first day of the 90-day liquidation period for each the REMIC was the date on which the Trustee sold the assets of the Trust Fund for cashto the Terminator. (bc) Each Holder of a Certificate and the The Trustee as agent for each REMIC created hereunder hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact agrees to adopt and sign such a plan of complete liquidation for each of REMIC I and REMIC II at upon the expense written request of the Trust Fund Master Servicer, and the receipt of the Opinion of Counsel referred to in accordance Section 9.03(a)(1), and together with the terms and conditions Holders of this Agreementthe Class A-R Certificates agree to take such other action in connection therewith as may be reasonably requested by the Terminator.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II and REMIC II III as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II and REMIC IIIII, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1ss. 1. 860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II and REMIC II III, under Section 860F of the Code and the regulations thereunder;; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.; (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 each of REMIC I I, REMIC II and REMIC II III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.. 130

Additional Termination Requirements. (a) Each of In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder, as the case may be, I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding:: 109 (i) The Master Servicer Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall establish prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a 90-day plan of complete liquidation period for each on behalf of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of II meeting the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the any regulations thereunder;, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at At or prior to after the time of making adoption of the final payment on the Certificates, the Trustee shall sell or otherwise dispose such a plan of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day complete liquidation period and at or prior to the Final final Distribution Date, purchase the Master Servicer on behalf of the Trust shall sell all of the assets of the Trust Fund for cash. (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 each of REMIC I and REMIC II at to the expense Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Trust Fund Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation and to take such other action in accordance with the terms and conditions of this Agreementconnection therewith as may be reasonably necessary.

Additional Termination Requirements. (a) Each of REMIC I I, REMIC II, REMIC III and REMIC II IV, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC created hereunderI, REMIC II, REMIC III and REMIC IV, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC created hereunder I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate is outstanding:: 144 (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I I, REMIC II, REMIC III and REMIC II IV, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the 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, the Master Servicer shall not 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 each of REMIC I I, REMIC II, REMIC III and REMIC II IV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) Each In the event the Master Servicer or a Majority Certificateholder of the Controlling Class (other than the Depositor or the Mortgage Loan Seller) purchases all of the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 9.01, the Trust (and, accordingly, REMIC I and REMIC II as the case may be, 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 and the Master Servicer have received REMIC Administrator an Opinion of Counsel (which Opinion of Counsel shall not be an expense of Counsel, addressed to the Trustee) Trustee and the REMIC Administrator, to the effect that the failure of any REMIC created hereunder, as the case may be, Trust to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (ii) cause any REMIC created hereunder I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Master Servicer the REMIC Administrator shall establish a specify the first day in the 90-day liquidation period for each of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under pursuant to Treasury Regulations Section 860F of the Code and the regulations thereunder1.860F-1; (ii) The Master Servicer shall notify the Trustee at the commencement of during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of REMIC I to the Trust Fund in accordance with Master Servicer or the terms hereofMajority Certificateholder of the Controlling Class, as applicable, for cash; and (iii) If at the Master Servicer is exercising its right to purchase the assets time of the Trust Fundmaking of the final payment on the Certificates, the Master Servicer shallTrustee shall distribute or credit, during the 90-day liquidation period and at or prior cause to be distributed or credited, to the Final Distribution Date, purchase all Holders of the assets applicable Class of the Trust Fund for cash. Residual Certificates all cash on hand (b) Each Holder of a Certificate other than cash retained to meet claims), and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I and REMIC II shall terminate at that time. If the expense requirements of (i), (ii) and (iii) above are complied with, the Trustee shall not be required to request an Opinion of Counsel described above in the first sentence of this Section 9.02(a), provided no amendment to the applicable provisions of the Trust Fund REMIC Provisions modify such requirements, and otherwise the Trustee shall require such an Opinion of Counsel. (b) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the REMIC Administrator to specify the date of adoption of the plan of complete liquidation of each of REMIC I and REMIC II in accordance with the terms and conditions of this Agreement, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) Each of REMIC I and REMIC II In the event the Avelo Call, the Auction Call or the Back-Up Optional Call is exercised as provided in Section 11.01, the case may be, Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer Securities Administrator have received been supplied with an Opinion of Counsel (which Opinion of Counsel shall not be an Counsel, at the expense of the Trustee) Master Servicer, to the effect that the failure of any REMIC created hereunder, as the case may be, to comply with the requirements of this Section 9.02 11.03 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," on any Trust REMIC as described defined in Section 860F of the Code, or (ii) cause any Trust REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (ia) The Master Servicer shall establish a 90-day liquidation period for each Securities Administrator on behalf of REMIC I and REMIC II, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of 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 or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.to the entity with the highest bid received pursuant to the Auction Call and, by the next Distribution Date after such sale, shall distribute to the Certificateholders the proceeds of such sale in complete liquidation of each of the Trust REMICs; (b) Each Holder The Securities Administrator on behalf of a Certificate and the Trustee hereby irrevocably approves and appoints shall sell all of the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I and REMIC II at the expense assets of the Trust Fund to the Master Servicer and, by the next Distribution Date after such sale, shall distribute to the Certificateholders the proceeds of such sale in accordance complete liquidation of each of the Trust REMICs; and (c) The Securities Administrator shall attach a statement to the final federal income tax return for each of the Trust REMICs stating that pursuant to Treasury Regulations Section 1.860F-1, the first day of the ninety (90) day liquidation period for each such Trust REMIC was the date on which the Securities Administrator on behalf of the Trustee sold the assets of the Trust Fund to the to the entity with the terms and conditions of this Agreementhighest bid received pursuant to the Auction Call.