Common use of Additional Termination Requirements Clause in Contracts

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01(a), the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of REMIC I, XXXXX XX and XXXXX XXX as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01(b), the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of XXXXX X, XXXXX XX and XXXXX XXX; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Servicer on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Servicer for cash in the amount specified in Section 9.01(a). (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I and REMIC II to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" as defined in Section 860F of the Code on each ” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II and REMIC III as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I, REMIC II and REMIC III; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of REMIC I, REMIC II and REMIC III as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I, REMIC II and REMIC III; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of REMIC I, XXXXX XX and XXXXX XXX as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I, XXXXX XX and XXXXX XXX; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Servicer on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I and REMIC II to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I and REMIC II to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" as defined in Section 860F of the Code on each ” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeII to the Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of REMIC I, XXXXX XX and XXXXX XXX as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I, XXXXX XX and XXXXX XXX; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the option of event that the Seller to repurchase related Terminator purchases all the Group 1 Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each related REO Property or all the Group 2 Mortgage Loans and each related REO Property, REMIC I-A (in the case of a purchase of all the Group 1 Mortgage Loans and each related REO Property) or REMIC I II-A (in the case of a purchase of all the Group 2 Mortgage Loans and REMIC II 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 has been furnished with an Opinion of Counsel to the effect that the failure final payment on or other liquidation of the Trust to comply with last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A or the requirements of this Section 10.02 will not last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A, the additional requirement specified in clause (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding:below): (i) within 90 days prior The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to the final Distribution Date, at the written direction of the Seller, the TrusteeREMIC I-A’s or REMIC II-A’s, as agent for the respective applicable, final Tax Matters PersonsReturn pursuant to Treasury regulation Section 1.860F-1, and such termination shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the satisfy all requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii) the Seller 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-A or REMIC II-A, as applicable, to the Trust Fund in accordance with the terms hereofrelated Terminator for cash; and (iii) at or after At the time of adoption the making of such a plan of complete liquidation of any of REMIC I and REMIC II and at the final payment on the related Certificates, the Paying Agent shall distribute or prior credit, or cause to be distributed or credited, to the final Distribution Date, the Trustee shall sell for cash all Holders of the assets Class 1-R Certificates all cash on hand in REMIC I-A and to the Holders of the Trust Class 2-R Certificates all cash on hand in REMIC II-A (in each case other than cash retained to or at the direction of the Sellermeet claims), and either REMIC I and I-A or REMIC II-A, as applicable, shall terminate at such that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC, as applicable, pursuant to this Section 9.02. (c) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete authorize the Trust Administrator to specify the 90-day liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, period for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of , as applicable, which authorization shall be binding upon all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminatesuccessor Certificateholders.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of Each REMIC I and REMIC II 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 Trustee has been furnished with Owner Trustee, the REMIC Administrator and the 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 the Trust REMIC to comply with the requirements of this Section 10.02 8.02 will not (i) result in the imposition on the Trust Estate of taxes on "prohibited transactions," as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC of the REMICs to fail to qualify as a REMIC at any time that any Regular Certificates are Certificate is outstanding: (i) within 90 days prior The Servicer shall establish a 90-day liquidation period for such REMIC and specify the first day of such period in a statement, which the Indenture Trustee shall attach to the Trust Estate's final Distribution Date, at the written direction Tax Return pursuant to Treasury regulations Section 1.860F-1. The Servicer also shall satisfy all of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation for a REMIC under Section 860F of the Code and any regulations thereunder.; (ii) the Seller The 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) at or after If the time Servicer is exercising its right to purchase the assets of adoption of such a plan of complete the Trust Estate, the Servicer shall, during the 90-day liquidation of any of REMIC I and REMIC II period and at or prior to the final Distribution Final Payment Date, the Trustee shall sell for cash purchase all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeEstate for cash. (b) By their acceptance Each Holder of a Security and the Residual Certificates, Owner Trustee hereby irrevocably approves and appoints the Holders thereof hereby (i) agree Servicer as its attorney-in-fact to adopt such a plan of complete liquidation of for the REMIC upon at the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets expense of the Trust Fund, Estate in accordance with the Trust Fund terms and each conditions of REMIC I and REMIC II shall terminatethis Agreement.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II 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 Trustee has been furnished with Owner Trustee, the REMIC Administrator and the 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 the Trust any REMIC to comply with the requirements of this Section 10.02 8.02 will not (i) result in the imposition on the Trust Estate of taxes on "prohibited transactions," as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any either REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are Certificate is outstanding: (i) within 90 days prior The Servicer shall establish a 90-day liquidation period for such REMIC and specify the first day of such period in a statement, which the Indenture Trustee shall attach to the Trust Estate's final Distribution Date, at the written direction Tax Return pursuant to Treasury regulations Section 1.860F-1. The Servicer also shall satisfy all of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation for a REMIC under Section 860F of the Code and any regulations thereunder.; (ii) the Seller The 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) at or after If the time Servicer is exercising its right to purchase the assets of adoption of such a plan of complete the Trust Estate, the Servicer shall, during the 90-day liquidation of any of REMIC I and REMIC II period and at or prior to the final Distribution Final Payment Date, the Trustee shall sell for cash purchase all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeEstate for cash. (b) By their acceptance Each Holder of a Security and the Residual Certificates, Owner Trustee hereby irrevocably approves and appoints the Holders thereof hereby (i) agree Servicer as its attorney-in-fact to adopt such a plan of complete liquidation of for such REMIC at the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets expense of the Trust Fund, Estate in accordance with the Trust Fund terms and each conditions of REMIC I and REMIC II shall terminatethis Agreement.

Additional Termination Requirements. (a) If Upon the option receipt of the Seller final distribution to repurchase all be made on the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedDeposited Underlying Certificates in accordance with the terms and conditions of the Underlying Agreement, the Holder of the Class A-R Certificate shall cause the Trust Fund and each of REMIC I and REMIC II shall to be terminated in accordance with the following additional requirements, unless the Trustee has been furnished supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 7.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in Section section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i1) within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution DateDate set forth in the notice given by the Master Servicer in accordance with the terms of the Underlying Agreement, the Trustee shall prepare, at the written direction expense of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall "tax matters person," and adopt a plan of complete liquidation within the meaning of REMIC I and REMIC II in section 860F(a)(4) of the case Code which, as evidenced by an Opinion of a termination under Subsection 10.01(a)(iCounsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 (iii2) at or Within 90 days after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Dateliquidation, the Trustee shall sell for cash all of the assets of the Trust Fund to or at the direction Holder of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeClass A-R Certificate for cash in accordance with Section 7.01. (b) By their acceptance of the Residual Certificates, the Holders thereof The Trustee as agent for any REMIC created herunder hereby (i) agree agrees to adopt and sign such a plan of complete liquidation of the REMIC upon the written request of the SellerHolder of the Class A-R Certificate, and the receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Seller Holder of the Class A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such Trustee to adopt and sign a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the option of event the Seller Terminating Entity exercises an Optional Termination pursuant to repurchase all Section 11.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC holding the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated liquidated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by the Trust Administrator under Section 11.03, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class AR-L Certificates shall adopt a plan of complete liquidation of Subsidiary REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereof1; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for such Subsidiary REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of such Subsidiary REMIC to the Terminating Entity for cash cash; 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 Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section if no Subsidiary REMIC shall remain outstanding following such termination, the Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution Date of the Subsidiary REMIC, the Trustee shall sell all of the assets of the Trust Master REMIC and each Middle REMIC to or at the direction Depositor for cash; 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 Trustee shall not sell any of the Seller, and assets of the Master REMIC I and or either Middle REMIC II, as applicable, shall terminate at such timeprior to the close of that calendar quarter. (bc) By their its acceptance of the a Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Seller Master REMIC, each Middle REMIC and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of Subsidiary REMIC I and REMIC II shall terminate1.

Additional Termination Requirements. (a) If In the event the Terminating Entity exercises its purchase option of the Seller (x) pursuant to repurchase all the Section 11.01 (i) and Section 11.01 (ii) concurrently or (y) pursuant to either Section 11.01 (i) or Section 11.01 (ii) and there are no remaining outstanding Mortgage Loans under Subsection 10.01(a)(i) above is exercisedin the Trust Fund after giving effect to such purchase option, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC created hereunder, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by Terminating Entity under Section 11.02, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of Subsidiary REMIC I and 1 or Subsidiary REMIC II in the case of a termination under Subsection 10.01(a)(i)2, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofas applicable; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for Subsidiary REMIC I and 1 or Subsidiary REMIC II and 2, as applicable, at or prior to the final Distribution Date, the Trustee shall sell all of the assets of Subsidiary REMIC 1 or Subsidiary REMIC 2, as applicable, to the Depositor for cash cash; 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 Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by Terminating Entity in respect of one Subsidiary REMIC pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination in respect of the other Subsidiary REMIC (the “Second Subsidiary REMIC”) pursuant to Section 11.01, the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of the REMIC, 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 Certificates are outstanding: concurrently with the adoption of the plan of complete liquidation of the Second Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of the Master REMIC; and at or after the time of adoption of any such plan of complete liquidation for the Master REMIC, at or prior to the final Distribution Date of the Second Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of the Trust Master REMIC to or at the direction Depositor for cash; 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 Trustee shall not sell any of the Seller, and assets of the Master REMIC I and REMIC II, as applicable, shall terminate at such timeprior to the close of that calendar quarter. (bc) By their its acceptance of the Residual Certificatesa Class AR or Class AR-L Certificate, the Holders Holder thereof hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Seller and (ii) appoint the Seller Master REMIC, Subsidiary REMIC 1a, Subsidiary REMIC 1b or Subsidiary REMIC 2, as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateapplicable.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of REMIC I, XXXXX XX and XXXXX XXX as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of XXXXX X, XXXXX XX and XXXXX XXX; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminatenecessary.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and I, REMIC II or REMIC III or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), III provided to it by the Seller Depositor meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I I, REMIC II and REMIC II III and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I I, REMIC II and REMIC IIIII, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Seller, Depositor and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall terminate.

Additional Termination Requirements. In the event that (a) If the holder of a Class Certificate representing greater than a __% Percentage Interest in such Class, the Servicer or the Depositor exercises its purchase option as provided in Section 9.1(c) or (b) the procedures for sale of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(ias provided in Section 9.1(d) above is exercisedare initiated, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless : provided that the Trustee has been furnished with received an Opinion of Counsel or other evidence to the effect that the failure termination of the Trust to comply with the requirements of this Section 10.02 will not Fund (i) result in the imposition will constitute a "qualified liquidation" of taxes on "prohibited transactions" as defined in Section 860F each of the Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Code on each of REMIC I Section 860F(a)(4)(A-3) and REMIC II or (ii) will not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause any either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (ia) within 90 days prior to The notice given by the final Distribution Dateholder of a Class ______ Certificate representing greater than a __% Percentage Interest in such Class, at under Section 9.1 shall provide that such notice constitutes the written direction adoption of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 as of the date of such notice (or, if earlier, the date on which the first such notice is mailed to the Trustee and the Servicer). The Trustee shall also specify such date in accordance with a statement attached to the terms hereoffinal tax returns of each of the Upper-Tier REMIC and the Lower-Tier REMIC; and (iiib) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust Fund to or at the direction holder of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Class ______ Certificates, the Holders thereof hereby Servicer or the Depositor (ior otherwise pursuant to the provisions of Section 9.1(d)) agree to adopt for cash at the purchase price specified in Section 9.1 and shall distribute such a plan of complete liquidation of cash in the REMIC upon the written request of the Seller, and to take such action manner specified in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateSection 9.1.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01(a), the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of REMIC I, XXXXX XX and XXXXX XXX as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01(a), the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of XXXXX X, XXXXX XX and XXXXX XXX; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Servicer on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Servicer for cash in the amount specified in Section 9.01(a). (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan plans of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If Upon the option receipt of the Seller final distribution to repurchase all be made on the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedDeposited Underlying Certificates in accordance with the terms and conditions of the Underlying Agreement, the Holder of the Class A-R Certificate shall cause the Trust Fund and each of REMIC I and REMIC II shall to be terminated in accordance with the following additional requirements, unless the Trustee has been furnished supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 7.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in Section section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i1) within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution DateDate set forth in the notice given by the Master Servicer in accordance with the terms of the Underlying Agreement, the Trustee shall prepare, at the written direction expense of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall "tax matters person," and adopt a plan of complete liquidation within the meaning of REMIC I and REMIC II in section 860F(a)(4) of the case Code which, as evidenced by an Opinion of a termination under Subsection 10.01(a)(iCounsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 (iii2) at or Within 90 days after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Dateliquidation, the Trustee shall sell for cash all of the assets of the Trust Fund to or at the direction Holder of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeClass A-R Certificate for cash in accordance with Section 7.01. (b) By their acceptance of the Residual Certificates, the Holders thereof The Trustee as agent for any REMIC created hereunder hereby (i) agree agrees to adopt and sign such a plan of complete liquidation of the REMIC upon the written request of the SellerHolder of the Class A-R Certificate, and the receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Seller Holder of the Class A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such Trustee to adopt and sign a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of The REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished 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 the Trust REMIC to comply with the requirements of this Section 10.02 7.02 will not (i) result in the imposition of taxes on "prohibited transactions" of the REMIC as defined in Section section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any the REMIC to fail to qualify as a REMIC at any time that any Regular Certificates relating thereto are outstanding: (i) within Within 90 days prior to the final Distribution DateDate for the REMIC set forth in the notice to Certificateholders given under Section 7.01, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Residual Certificate shall adopt a plan of complete liquidation of the REMIC I and REMIC II in within the case meaning of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F section 860F(a)(4) of the Code and any regulations thereunder.shall prepare and shall deliver to the Trustee all documentation associated with such plan of complete liquidation; and (ii) the Seller 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) at or Within 90 days after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall shall, upon receipt of all documentation associated with such plan of complete liquidation, sell for cash or otherwise dispose of all of the assets of the Trust to or at the direction REMIC, in a time and manner specified by such plan of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timecomplete liquidation. (b) By their its acceptance of the Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to adopt such a plan of complete liquidation of with respect to the REMIC upon the written request of the Sellerof, and to take such other action in connection therewith as may be reasonably requested by, the Trustee or the Depositor. (c) The Trustee as agent for the REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Depositor and the receipt of the Opinion of Counsel referred to in Section 7.02(a) hereof, if applicable, and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateDepositor.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercised, the Trust Fund and each of 2005-AR1 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Securities Administrator and the Trustee has been furnished with an Opinion of Counsel addressed to the Securities Administrator and the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of 2005-AR1 REMIC I and REMIC II or (ii) cause any 2005-AR1 REMIC to fail to qualify as a 2005-AR1 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the TrusteeSecurities Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2005-AR1 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Securities Administrator by the Seller meeting Depositor, shall meet the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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 shall, as directed, sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) at or after the time of adoption of such a plan of complete liquidation of any of 2005-AR1 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2005-AR1 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2005-AR1 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2005-AR1 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2005-AR1 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01(a), the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I and REMIC II to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" as defined in Section 860F of the Code on each ” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01(b), the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Servicer on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeII to the Servicer for cash in the amount specified in Section 9.01(a). (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has and Securities Administrator have been furnished with an Opinion of Counsel addressed to the Trustee and Securities Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of any REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the TrusteeSecurities Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II each REMIC, in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting Depositor, which meets the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder.; and (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor, and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee Securities Administrator shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Servicer or the Certificate Insurer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 11.01 or 11.02, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.02 11.03 will not (i) result in the imposition of taxes on "prohibited transactions" on REMIC I or REMIC II as defined in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Remittance Date, at the written direction holders of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class R-1 and Class R-2 Certificates shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i)II, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c)respectively, provided to it by the Seller meeting the requirements of a "qualified liquidationQualified Liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Remittance Date, the Trustee (or, with respect to the Pool III Mortgage Loans the Co-Trustee) shall sell for cash all of the assets of REMIC I and REMIC II to the Trust Servicer, the Certificate Insurer or the Certificate Insurer's designee; and (iii) At the time of the making of the final payment on the Certificates, the Trustee shall (x) deposit into and withdraw from the Certificate Accounts the amount of such final payment and shall distribute or credit, or cause to be distributed or credited, to the Certificateholders of each Class, the related Class Principal Balance, plus 30 days' interest thereon (or, with respect to the Adjustable Rate Certificates and the Auction Rate Certificates, interest on the actual number of days since the last Remittance Date up to but not including the upcoming Remittance Date) at the direction of related Class Remittance Rate, and (y) to the SellerClass R-1 Certificateholders, distribute all cash on hand after such payment to the respective Certificateholders, and REMIC I and REMIC II, as applicable, II shall terminate at such time. (b) By their acceptance of the Residual Certificates, Class R Certificates the Holders holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Servicer or Certificate Insurer and to take such other action in connection therewith as may be reasonably requested by the Seller Servicer and (ii) appoint the Seller Servicer as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercisedexercised with respect to all of the Mortgage Loans, the Trust Fund and each of 2007-AR4 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of 2007-AR4 REMIC I and REMIC II or (ii) cause any 2007-AR4 REMIC to fail to qualify as a 2007-AR4 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2007-AR4 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of 2007-AR4 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2007-AR4 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2007-AR4 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2007-AR4 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2007-AR4 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of REMIC I, XXXXX XX and XXXXX XXX as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I, XXXXX XX and XXXXX XXX; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Servicer on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminatenecessary.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercised, the Trust Fund and each of 2006-AR1 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of 2006-AR1 REMIC I and REMIC II or (ii) cause any 2006-AR1 REMIC to fail to qualify as a 2006-AR1 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2006-AR1 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of 2006-AR1 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2006-AR1 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2006-AR1 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-AR1 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2006-AR1 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any each of REMIC I and REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of the Trust Fund and each of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidationQualified Liquidation" under Section 860F of the Code and any regulations thereunder.thereunder as prepared by EMC; (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller; and (iii) at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit from the Certificate Account (or cause to be distributed or credited) (i) to the Certificateholders, other than the Holder of the Class R-2 Certificate, the Current Principal Amount of the Certificates plus 30 days' interest thereon at the applicable Pass-Through Rate, and (ii) to the Class R-2 Certificateholder, all cash on hand from the Certificate Account (other than cash retained to meet claims); and the Trust and each of REMIC I and REMIC II, as applicable, II shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Seller and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateII.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and I, REMIC II or REMIC III or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), III provided to it by the Seller Depositor meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I I, REMIC II and REMIC II III and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I I, REMIC II and REMIC IIIII, as applicable, shall terminate at such time.. 134 (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Seller, Depositor and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall terminate.. 135

Additional Termination Requirements. (a) If In the event that the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 8.1, the Trust Fund and each of _____ REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the _____ REMIC (or of any other REMIC of the Trust Fund) to comply with the requirements of this Section 10.02 8.3 will not (i) result in the imposition of taxes on "prohibited transactions" of such REMIC as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any such REMIC to fail to qualify as a REMIC at any time that any Regular Class A Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Remittance Date the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Servicer shall adopt and the Trustee shall sign, a plan of complete liquidation of the _____ REMIC I and (or the applicable REMIC II in of the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller Trust Fund) meeting the requirements of a "qualified liquidationQualified Liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) At or after the Seller time of adoption of such a plan of complete liquidation, which plan shall notify include a description of the Trustee method for such liquidation and the price to be conveyed for all of the assets of the _____ REMIC at the commencement time of such 90-day liquidation period andliquidation, and at or prior to the final Remittance Date, the Trustee shall sell all of the assets of the _____ REMIC (or the applicable REMIC of the Trust Fund) to the Servicer for cash; and (iii) 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 (A) to the Class A Certificateholders the related Class A Principal Balance, plus one month's interest thereon at the related Class A Pass-Through Rate, and (B) to the Class R Certificateholders, all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) at or such REMIC's cash on hand after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior payment to the final Distribution Date, Class A Certificateholders (other than cash retained to meet claims) and the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and _____ REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby agree to appoint the Servicer as their attorney in fact to: (i) agree to adopt such a plan of complete liquidation of (and the REMIC Certificateholders hereby appoint the Trustee as their attorney in fact to sign such plan) as appropriate or upon the written request of the Seller, Certificate Insurer and (ii) to take such other action in connection 117 therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting required to carry out such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing all in accordance with the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateterms hereof.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercisedexercised with respect to all of the Mortgage Loans, the Trust Fund and each of 2006-AR2 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee and the Certificate Insurer (which opinion shall not be at the expense of the Trustee or the Certificate Insurer) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of 2006-AR2 REMIC I and REMIC II or (ii) cause any 2006-AR2 REMIC to fail to qualify as a 2006-AR2 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2006-AR2 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of 2006-AR2 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2006-AR2 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2006-AR2 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-AR2 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2006-AR2 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Terminating Entity exercises its purchase option of (x) pursuant to Section 11.01(A)(i) or (y) pursuant to Section 11.01(A)(ii) the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC created hereunder, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by Terminating Entity under Section 11.02, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of Subsidiary REMIC I and 1 or Subsidiary REMIC II in the case of a termination under Subsection 10.01(a)(i)2, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofas applicable; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for Subsidiary REMIC I and 1 or Subsidiary REMIC II and 2, as applicable, at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to Subsidiary REMIC 1 or at the direction of the Seller, and Subsidiary REMIC I and REMIC II2, as applicable, to the Depositor for cash; 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 Trustee shall terminate at not sell any of the assets of such timeREMIC prior to the close of that calendar quarter. (b) By their acceptance Upon the exercise of an Optional Termination by Terminating Entity in respect of one Subsidiary REMIC pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination in respect of the Residual Certificatesother Subsidiary REMIC (the “Second Subsidiary REMIC”) pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the Holders thereof hereby following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) agree result in the imposition of taxes on a “prohibited transaction” of a REMIC, 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 Certificates are outstanding: concurrently with the adoption of the plan of complete liquidation of the Second Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of each remaining REMIC; and at or after the time of adoption of any such plan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Second Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for cash; 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 Trustee shall not sell any of the assets of any such remaining REMIC prior to the close of that calendar quarter. (c) By its acceptance of a Class AR or Class AR-L Certificate, the Holder thereof hereby agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller required to liquidate and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of otherwise terminate any REMIC I and REMIC II shall terminatecreated pursuant to this Agreement.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II and REMIC III as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of 132 complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I, REMIC II and REMIC III; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of any REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting Depositor, which meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller Depositor 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 hereofthis Section 10.02; and (iii) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II each REMIC, and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and each REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has and Securities Administrator have been furnished with an Opinion of Counsel addressed to the Trustee and Securities Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of any REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the TrusteeSecurities Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II each REMIC, in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting Depositor, which meets the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder.; and (ii) the Seller Depositor 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 Securities Administrator on behalf of 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor, and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee Securities Administrator shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the option of event the Seller Terminating Entity exercises an Optional Termination pursuant to repurchase all Section 11.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC holding the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated liquidated in accordance with the following additional requirements, unless the Trustee has been furnished with Trustee, the Certificate Insurer and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by the Trust Administrator under Section 11.03, at the written direction Holder of the Seller, Class 1-R Certificates or the TrusteeClass AR-L Certificates, as agent for the respective Tax Matters Personsapplicable, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofrelated Subsidiary REMIC; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for such Subsidiary REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of such Subsidiary REMIC to the Terminating Entity for cash cash; 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 Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section if no other Subsidiary REMIC shall remain outstanding following such termination, the Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution Date of the Subsidiary REMIC, the Trustee shall sell all of the assets of the Trust Master REMIC and each Middle REMIC to or at the direction Depositor for cash; 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 Trustee shall not sell any of the Seller, and assets of the Master REMIC I and or either Middle REMIC II, as applicable, shall terminate at such timeprior to the close of that calendar quarter. (bc) By their its acceptance of the a Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Seller and (ii) appoint the Seller as their attorney-in-factMaster REMIC, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund Middle REMIC and each of REMIC I and REMIC II shall terminateSubsidiary REMIC.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercised, the Trust Fund and each of 2006-4 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of 2006-4 REMIC I and REMIC II or (ii) cause any 2006-4 REMIC to fail to qualify as a 2006-4 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the TrusteeSecurities Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2006-4 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Securities Administrator by the Seller meeting Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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 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) at or after the time of adoption of such a plan of complete liquidation of any of 2006-4 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Securities Administrator shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2006-4 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2006-4 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-4 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2006-4 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the option of event the Seller Terminating Entity exercises an Optional Termination pursuant to repurchase all Section 11.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC holding the related Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated liquidated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by the Trust Administrator under Section 11.03, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class AR-L Certificates shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofSubsidiary REMIC; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for the Subsidiary REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust Subsidiary REMIC to or at the direction Terminating Entity for cash; 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 Trustee shall not sell any of the Seller, and assets of the REMIC I and REMIC II, as applicable, shall terminate at such timeprior to the close of that calendar quarter. (b) By their acceptance Upon the exercise of an Optional Termination by the Residual CertificatesTerminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section, the Holders thereof hereby Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) agree result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution Date of the Subsidiary REMIC, the Trustee shall sell all of the assets of the Master REMIC and each Middle REMIC to the Depositor for cash; 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 Trustee shall not sell any of the assets of the Master REMIC or either Middle REMIC prior to the close of that calendar quarter. (c) By its acceptance of a Residual Certificate, the Holder thereof hereby agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Seller Master REMIC, each Middle REMIC and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each Subsidiary REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercisedexercised with respect to all of the Mortgage Loans, the Trust Fund and each of 2007-AR5 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of 2007-AR5 REMIC I and REMIC II or (ii) cause any 2007-AR5 REMIC to fail to qualify as a 2007-AR5 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2007-AR5 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of 2007-AR5 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2007-AR5 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2007-AR5 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2007-AR5 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2007-AR5 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the option of event the Seller Terminating Entity exercises an Optional Termination pursuant to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedSection 11.01(A), the Trust Fund Subsidiary REMIC, Middle REMICs and each of Master REMIC I and REMIC II shall be terminated liquidated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by the Terminating Entity under Section 11.02, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class AR-L Certificates shall adopt a plan of complete liquidation of the Subsidiary REMIC I and REMIC II in the case Holder of a termination under Subsection 10.01(a)(i), or the Class AR Certificates shall adopt a plan of or complete liquidation of the Master REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofeach Middle REMIC; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for each REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of each such REMIC to the Trust Terminating Entity for cash; 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 or at the direction final Distribution Date, the Trustee shall not sell any of the Seller, and assets of any such REMIC I and REMIC II, as applicable, shall terminate at such timeprior to the close of that calendar quarter. (b) [Reserved]. (c) By their its acceptance of the a Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Seller Master REMIC, each Middle REMIC and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each Subsidiary REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option Each REMIC that comprises part of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 7.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of such REMIC I and REMIC II or (ii) cause any such REMIC to fail to qualify as a REMIC at any time that any Regular Certificates (other than Group V Certificates) are outstanding: (i) within 90 days prior to the final Distribution DateDate for the Certificates (other than the Group V Certificates), at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters PersonsPerson, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i)each REMIC. Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.; and (ii) the Seller Depositor 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 (other than the Group V Certificates), the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund (other than the Underlying Group V Certificates) in accordance with the terms hereof; and (iii) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By The Trustee and, by their acceptance of the Residual Certificates, the Holders thereof thereof, hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Terminating Entity exercises its purchase option of the Seller pursuant to repurchase all the Mortgage Loans under Subsection 10.01(a)(iSection 11.01(A) above is exercisedor a Terminating Auction Sale shall have occurred pursuant to Section 11.01(c), the Trust Fund and each of related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 11.04 will not (i) result in the imposition of taxes on a "prohibited transactionstransaction" of any REMIC created hereunder, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by Terminating Entity under Section 11.03, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, related Residual Certificates shall adopt a plan of complete liquidation of REMIC I and REMIC II in for the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofrelated REMIC; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for such REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of such REMIC to the Depositor for cash. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of a Terminating Auction Sale in respect of the final remaining subsidiary REMIC (the "Remaining Subsidiary REMIC") pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to or at the direction effect that the failure to comply with the requirements of this Section 11.04 will not (i) result in the imposition of taxes on a "prohibited transaction" of a REMIC, as described in Section 860F of the SellerCode, and or (ii) cause any REMIC I and created hereunder to fail to qualify as a REMIC IIat any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Remaining Subsidiary REMIC, as set forth in paragraph (a) of this Section 11.04, the Holder of the related Residual Certificates, as applicable, shall terminate adopt a plan of complete liquidation of each remaining REMIC; and (ii) at or after the time of adoption of any such timeplan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Remaining Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for cash. (bc) By their its acceptance of the a Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of related REMIC I and REMIC II shall terminatecreated pursuant to this Agreement.

Additional Termination Requirements. (a) If the option of the Seller to repurchase (i) all the Group 1 Mortgage Loans, (ii) all of the Group 2 Mortgage Loans or (iii) all of the Mortgage Loans under Subsection 10.01(a)(i11.01(a)(i) above is exercised, (i) REMIC I, (ii) REMIC II, or (iii) the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 11.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and I, REMIC II or REMIC III or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I I, REMIC II and REMIC II III in the case of a termination under Subsection 10.01(a)(i11.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c11.01(c)(i), or a plan of complete liquidation of REMIC II in the case of a termination under Subsection 11.01(c)(ii), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I or REMIC II or REMIC I and REMIC II and REMIC III and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I I, REMIC II and REMIC IIIII, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC, as applicable. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and or REMIC II shall be terminated terminated, in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 10.03 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and or REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller Depositor meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II II, and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust Trust, to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of Xxxxxxxxx or the Seller Seller, as applicable, to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Securities Administrator and the Trustee has have been furnished with an Opinion of Counsel (at the expense of the Seller or Xxxxxxxxx, whichever is repurchasing the Mortgage Loans) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction Seller or Xxxxxxxxx, whichever is purchasing the Mortgage Loans, shall prepare, and the Trustee and the Securities Administrator (as attorney-in-fact on behalf of the Seller, Holders of the Trustee, as agent for the respective Tax Matters PersonsResidual Certificates pursuant to Section 10.02(b)), shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller or Xxxxxxxxx, as applicable, meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel delivered to the Securities Administrator and the Trustee, at the expense of Xxxxxxxxx or the Seller, whichever is repurchasing the Mortgage Loans; and (ii) Xxxxxxxxx or the Seller Seller, as applicable, shall notify the Securities Administrator and the Trustee in writing 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) at or after the time of adoption of such a plan of complete liquidation of any of and REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC I and REMIC II upon the written request of the SellerSeller or Xxxxxxxxx, as applicable, and to take such action in connection therewith as may be reasonably requested by the Seller or Xxxxxxxxx, as applicable, and (ii) appoint the Seller Securities Administrator as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust FundTrust, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Terminating Entity exercises its purchase option of (x) pursuant to Section 11.01(A)(i) or (y) pursuant to Section 11.01(A)(ii) the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC created hereunder, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by Terminating Entity under Section 11.02, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of Subsidiary REMIC I and 1A or Subsidiary REMIC II in the case of a termination under Subsection 10.01(a)(i)2, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofas applicable; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for Subsidiary REMIC I and 1A or Subsidiary REMIC II and 2, as applicable, at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to Subsidiary REMIC 1A or at the direction of the Seller, and Subsidiary REMIC I and REMIC II2, as applicable, to the Depositor for cash; 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 Trustee shall terminate at not sell any of the assets of such timeREMIC prior to the close of that calendar quarter. (b) By their acceptance Upon the exercise of an Optional Termination by Terminating Entity in respect of one Subsidiary REMIC pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination in respect of the Residual Certificatesother Subsidiary REMIC (the “Second Subsidiary REMIC”) pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the Holders thereof hereby following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) agree result in the imposition of taxes on a “prohibited transaction” of a REMIC, 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 Certificates are outstanding: concurrently with the adoption of the plan of complete liquidation of the Second Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of each remaining REMIC; and at or after the time of adoption of any such plan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Second Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for cash; 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 Trustee shall not sell any of the assets of any such remaining REMIC prior to the close of that calendar quarter. (c) By its acceptance of a Class AR or Class AR-L Certificate, the Holder thereof hereby agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Seller and (ii) appoint the Seller Master REMIC, Subsidiary REMIC 1A, Subsidiary REMIC 1B or Subsidiary REMIC 2, as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateapplicable.

Additional Termination Requirements. (a) If the option of the Seller or the Master Servicer to repurchase all the Mortgage Loans in a Mortgage Loan Group under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of corresponding Series REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of any Series REMIC I and REMIC II or (ii) cause any Series REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in any of the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), Series REMICs provided to it by the Seller meeting the requirements of a "qualified liquidationQualified Liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II the Series REMICs and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller; and (iii) at the time of the making of the final payment on any such Group of Certificates, the Trustee shall distribute or credit from the Certificate Account (or cause (i) to the Certificateholders, other than the Holder of the corresponding Residual Certificates, the Current Principal Amount of the Certificates plus 30 days' interest thereon at the applicable Pass-Through Rate, and (ii) to the corresponding Residual Certificateholder, all cash on hand from the Certificate Account relating to the Mortgage Loan Group (other than cash retained to meet claims); and the corresponding Series REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the relevant Series REMIC upon the written request of the Seller, Seller and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of such Series REMIC. (c) At such time as each REMIC. Upon of REMIC I, REMIC II, REMIC III and REMIC IV are terminated either by a complete liquidation or upon final distribution of all of the assets of the Trust FundREMIC I, the Trust Fund and each of REMIC I II, REMIC III and REMIC II IV, respectively, is made, both REMIC V and REMIC VI shall also terminate.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01(a), the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" of REMIC I, XXXXX XX and XXXXX XXX as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01(b), the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of XXXXX X, XXXXX XX and XXXXX XXX; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Servicer on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Servicer for cash in the amount specified in Section 9.01(a). (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I and REMIC II to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" as defined in Section 860F of the Code on each ” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has and MBIA have been furnished with an Opinion of Counsel addressed to the Trustee and MBIA to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of any REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting Depositor, which meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II each REMIC, and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and each REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the option of event that the Seller to repurchase related Terminator purchases all the Group I Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each related REO Property or all the Group II Mortgage Loans and each related REO Property, REMIC I-A (in the case of a purchase of all the Group I Mortgage Loans and each related REO Property) or REMIC I II-A (in the case of a purchase of all the Group II Mortgage Loans and REMIC II 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 has been furnished with an Opinion of Counsel to the effect that the failure final payment on or other liquidation of the Trust to comply with last Group I Mortgage Loan or related REO Property remaining in REMIC I-A or the requirements of this Section 10.02 will not last Group II Mortgage Loan or related REO Property remaining in REMIC II-A, the additional requirement specified in clause (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding:below): (i) within 90 days prior The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to the final Distribution Date, at the written direction of the Seller, the TrusteeREMIC I-A’s or REMIC II-A’s, as agent for the respective applicable, final Tax Matters PersonsReturn pursuant to Treasury regulation Section 1.860F-1, and such termination shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the satisfy all requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii) the Seller 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-A or REMIC II-A, as applicable, to the Trust Fund in accordance with the terms hereofrelated Terminator for cash; and (iii) at or after At the time of adoption the making of such a plan of complete liquidation of any of REMIC I and REMIC II and at the final payment on the related Certificates, the Paying Agent shall distribute or prior credit, or cause to be distributed or credited, to the final Distribution Date, the Trustee shall sell for cash all Holders of the assets Class I-R Certificates all cash on hand in REMIC I-A and to the Holders of the Trust Class II-R Certificates all cash on hand in REMIC II-A (in each case other than cash retained to or at the direction of the Sellermeet claims), and either REMIC I and I-A or REMIC II-A, as applicable, shall terminate at such that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of REMIC I-A or REMIC II-A, as applicable, pursuant to this Section 9.02. (c) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of authorize the Trust FundAdministrator to specify the 90-day liquidation period for REMIC I-A or REMIC II-A, the Trust Fund and each of REMIC I and REMIC II as applicable, which authorization shall terminatebe binding upon all successor Certificateholders.

Additional Termination Requirements. (a) If In the option of event the Seller Terminating Entity exercises an Optional Termination pursuant to repurchase all Section 11.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC holding the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated liquidated in accordance with the following additional requirements, unless the Trustee has been furnished with Trustee, the Certificate Insurer and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by the Trust Administrator under Section 11.03, at the written direction Holder of the Seller, Class 1-R Certificates or the TrusteeClass AR-L Certificates, as agent for the respective Tax Matters Personsapplicable, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofrelated Subsidiary REMIC; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for such Subsidiary REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of such Subsidiary REMIC to the Trust Terminating Entity for cash; 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 or at the direction final Distribution Date, the Trustee shall not sell any of the Seller, and assets of such REMIC I and REMIC II, as applicable, shall terminate at such timeprior to the close of that calendar quarter. (b) By their acceptance Upon the exercise of an Optional Termination by the Residual CertificatesTerminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section if no other Subsidiary REMIC shall remain outstanding following such termination, the Holders thereof hereby Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) agree result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt such a plan of complete liquidation of the Master REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and each Middle REMIC; and (ii) appoint at or after the Seller as their attorney-in-fact, with full power time of substitution, for purposes adoption of adopting any such a plan of complete liquidation. The liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution Date of the Subsidiary REMIC, the Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of sell all of the assets of the Trust FundMaster REMIC and each Middle REMIC to the Depositor for cash; 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 Trust Fund and each Trustee shall not sell any of the assets of the Master REMIC I and or either Middle REMIC II shall terminateprior to the close of that calendar quarter.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I and REMIC II to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" as defined in Section 860F of the Code on each ” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within : Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder. (ii) the Seller shall notify the Trustee , as evidenced by an Opinion of Counsel obtained at the commencement of such 90-day liquidation period and, at or prior to the time of making expense of the final payment Master Servicer, on the Certificates, the Trustee shall sell or otherwise dispose behalf of all of the remaining assets of the Trust Fund in accordance with the terms hereofREMIC I and REMIC II; and (iii) at and At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If Upon the option receipt of the Seller final distribution to repurchase all be made on the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedDeposited Underlying Certificates in accordance with the terms and conditions of the Underlying Agreement, the Holder of the Class A-R Certificate shall cause the Trust Fund and each of REMIC I and REMIC II shall to be terminated in accordance with the following additional requirements, unless the Trustee has been furnished supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 7.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in Section section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i1) within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution DateDate set forth in the notice given by the Master Servicer in accordance with the terms of the Underlying Agreement, the Trustee shall prepare, at the written direction expense of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall “tax matters person,” and adopt a plan of complete liquidation within the meaning of REMIC I and REMIC II in section 860F(a)(4) of the case Code which, as evidenced by an Opinion of a termination under Subsection 10.01(a)(iCounsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 (iii2) at or Within 90 days after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Dateliquidation, the Trustee shall sell for cash all of the assets of the Trust Fund to or at the direction Holder of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeClass A-R Certificate for cash in accordance with Section 7.01. (b) By their acceptance of the Residual Certificates, the Holders thereof The Trustee as agent for any REMIC created hereunder hereby (i) agree agrees to adopt and sign such a plan of complete liquidation of the REMIC upon the written request of the SellerHolder of the Class A-R Certificate, and the receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Seller Holder of the Class A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such Trustee to adopt and sign a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If Upon the option receipt of the Seller final distribution to repurchase all be made on the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedremaining class of Deposited Underlying Certificates in accordance with the terms and conditions of the related Underlying Agreement, the Holder of the Class A-R Certificate shall cause the Trust Fund and each of REMIC I and REMIC II shall to be terminated in accordance with the following additional requirements, unless the Trustee has been furnished supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 7.03 will not (i) result in the imposition of taxes on "“prohibited transactions" ” on any REMIC as defined in Section section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i1) within Upon receipt of the notice given pursuant to such Underlying Agreement, but in no event later than 90 days prior to the final related Underlying Distribution DateDate set forth in the notice given by the Master Servicer in accordance with the terms of such Underlying Agreement, the Trustee shall prepare, at the written direction expense of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall “tax matters person,” and adopt a plan of complete liquidation within the meaning of REMIC I and REMIC II in section 860F(a)(4) of the case Code which, as evidenced by an Opinion of a termination under Subsection 10.01(a)(iCounsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 (iii2) at or Within 90 days after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Dateliquidation, the Trustee shall sell for cash all of the assets of the Trust Fund to or at the direction Holder of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeClass A-R Certificate for cash in accordance with Section 7.01. (b) By their acceptance of the Residual Certificates, the Holders thereof The Trustee as agent for any REMIC created hereunder hereby (i) agree agrees to adopt and sign such a plan of complete liquidation of the REMIC upon the written request of the SellerHolder of the Class A-R Certificate, and the receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Seller Holder of the Class A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such Trustee to adopt and sign a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each 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 has been furnished with 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 the Trust any REMIC created hereunder to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Certificates are Certificate is outstanding: (i) within 90 days prior The Master Servicer shall establish a 90-day liquidation period for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, and specify the first day of such period in a statement attached to the Trust Fund's final Distribution Date, at the written direction Tax Return pursuant to Treasury regulations ss. 1. 860F-1. The Master Servicer also shall satisfy all of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, under Section 860F of the Code and any the regulations thereunder.; (ii) the Seller 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) at or after If the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior Master Servicer is exercising its right to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of 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, REMIC IV and REMIC II shall terminateV at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC X, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC X, REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC X, REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC X, REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC X, REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC X, REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event that the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 10.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" of the Trust as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding:: 125 (i) The Trustee shall designate a date within 90 days prior to the final Distribution Date, at Date as the written direction date of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan adoption of plans of complete liquidation of each REMIC I and REMIC II shall specify such date in the case final federal income tax return of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.each REMIC; (ii) After the Seller 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) at or after the time date of adoption of such a plan plans of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction Servicer for cash; and (iii) At the time of the Sellermaking of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited in the following order of priority (A) (i) to the Holders of the Class A Certificates and REMIC I (ii) to the Class M-1, Class M- 2, Class M-3, Class B-1, Class B-2, Class B-3 and REMIC IIClass B-4 Certificates, the related Certificate Principal Balance, as applicable, plus one month's interest thereon at the applicable Pass-Through Rate, (B) to the Class N and Class X Certificates in respect of the Class X/N Interest, the amount of any remaining Monthly Excess Cash Flow Amounts not previously distributed thereon, (C) to the remaining REMIC Regular Interests the amounts allocable thereto pursuant to Section 4.08 and (D) to the Class R and Class R-X Certificateholders, all cash on hand in respect of the related REMIC or REMICs after such payment (other than cash retained to meet claims) and the Trust shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby agree to appoint the Trustee as their attorney in fact to: (i) agree to adopt designate such a plan date of adoption of plans of complete liquidation of the REMIC upon the written request of the Seller, and (ii) to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting required to carry out such a plan plans of complete liquidation. The Trustee shall adopt such plan of liquidation by filing all in accordance with the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateterms hereof.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, II shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Seller and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercisedexercised with respect to all of the Mortgage Loans, the Trust Fund and each of 2006-AR3 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of 2006-AR3 REMIC I and REMIC II or (ii) cause any 2006-AR3 REMIC to fail to qualify as a 2006-AR3 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2006-AR3 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of 2006-AR3 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2006-AR3 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2006-AR3 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-AR3 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2006-AR3 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Terminating Entity exercises its purchase option of the Seller pursuant to repurchase all the Mortgage Loans under Subsection 10.01(a)(iSection 11.01(A) above is exercisedor a Terminating Auction Sale shall have occurred pursuant to Section 11.01(c), the Trust Fund and each of related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on a "prohibited transactionstransaction" of any REMIC created hereunder, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by Terminating Entity under Section 11.03, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Residual Certificates shall adopt a plan of complete liquidation of REMIC I and REMIC II in for the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofrelated REMIC; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for such REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of such REMIC to the Trust to Depositor for cash. (b) Upon the exercise of an Optional Termination by the Terminating Entity or at upon the direction occurrence of the Seller, and a Terminating Auction Sale in respect of either REMIC I and or REMIC II, as applicable, pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of a Terminating Auction Sale in respect of the remaining subsidiary REMIC (the "Remaining Subsidiary REMIC") pursuant to Section 11.01, each remaining REMIC shall terminate be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a "prohibited transaction" of a REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at such time.any time that any Certificates are outstanding: (bi) By their acceptance concurrently with the adoption of the plan of complete liquidation of the Remaining Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Residual Certificates, as applicable, shall adopt a plan of complete liquidation of each remaining REMIC; and (ii) at or after the Holders time of adoption of any such plan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Remaining Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for cash. (c) By its acceptance of a Residual Certificate, the Holder thereof hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller required to liquidate and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of otherwise terminate any REMIC I and REMIC II shall terminatecreated pursuant to this Agreement.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and I, REMIC II or REMIC III or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), III provided to it by the Seller Depositor meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I I, REMIC II and REMIC II III and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I I, REMIC II and REMIC IIIII, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Seller, Depositor and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall terminate.. 117

Additional Termination Requirements. (a) If the option of the Seller Depositor or its designee to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has and Securities Administrator have been furnished with an Opinion of Counsel addressed to the Trustee and Securities Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of any REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the TrusteeSecurities Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting Depositor, which meets the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder.; (ii) the Seller Securities Administrator 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 hereofperiod; and (iii) at or after the time of adoption of such a plan of complete liquidation of any of each REMIC I and REMIC II and at or prior to the time of making of its final Distribution Date, payment on the Certificates the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeDepositor. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor, and (ii) appoint the Seller Securities Administrator as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee Securities Administrator shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase (i) all the Group I Mortgage Loans and REMIC I, (ii) all of the Group II Mortgage Loans and REMIC II or (iii) all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, (i) REMIC I, (ii) REMIC II, or (iii) the Trust Fund and each of REMIC I I, REMIC II , REMIC III and REMIC II IV shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of any REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each REMIC I and REMIC II in the case of a termination of Loan Group I and Loan Group II under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination of Loan Group I under Subsection 10.01(c10.01(a)(i), or a plan of complete liquidation of REMIC II in the case of a termination of Loan Group II under Subsection 10.01(a)(ii), provided to it by the Seller meeting Depositor, which meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any each REMIC, of REMIC I and or of REMIC II II, as applicable, and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust or REMIC I or REMIC II, as applicable, to or at the direction of the SellerDepositor, and each of REMIC I I, REMIC II, REMIC III and REMIC IIIV, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event that the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 10.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of the Trust as defined in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any the REMIC Trust to fail to qualify as a REMIC at any time that any Regular Class A Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Servicer shall adopt and the Trustee shall sign a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller Trust meeting the requirements of a "qualified liquidation" “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder.; (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust Fund to the Servicer 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 (A) to each Class of Class A Certificateholders the related Class Principal Balance, plus one month’s interest thereon at the direction applicable Certificate Rate, (B) to the Certificate Insurer, the amount of the Sellerany unreimbursed Insured Amounts and I & I Payments, and REMIC I (C) to the Class R Certificateholders, all cash on hand after such payment to the Class A Certificateholders and REMIC IIthe Certificate Insurer (other than cash retained to meet claims), as applicable, and the Trust shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and I, REMIC II or REMIC III or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I I, REMIC II and REMIC II III in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I I, REMIC II and REMIC II III and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I I, REMIC II and REMIC II, III as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall terminate.

Additional Termination Requirements. (a) If the option of the Seller EMC to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercised, the Trust Fund and each of 2004-8 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of 2004-8 REMIC I and REMIC II or (ii) cause any 2004-8 REMIC to fail to qualify as a 2004-8 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerEMC, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2004-8 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting EMC, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller EMC 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) at or after the time of adoption of such a plan of complete liquidation of any of 2004-8 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerEMC, and REMIC I and REMIC II, as applicableeach 2004-8 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2004-8 REMIC upon the written request of the SellerEMC, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller EMC as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2004-8 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2004-8 REMIC I and REMIC II shall terminate.. 117

Additional Termination Requirements. (a) If In the option of event that the Seller to repurchase related Terminator purchases all the Group I Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each related REO Property or all the Group II Mortgage Loans and each related REO Property or all the Group III Mortgage Loans and each related REO Property, REMIC I-A (in the case of a purchase of all the Group I Mortgage Loans and each related REO Property) or REMIC I II-A (in the case of a purchase of all the Group II Mortgage Loans and each related REO Property) or REMIC II III-A (in the case of a purchase of all the Group III 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 has been furnished with an Opinion of Counsel to the effect that the failure final payment on or other liquidation of the Trust to comply with last Group I Mortgage Loan or related REO Property remaining in REMIC I-A or the requirements of this Section 10.02 will not last Group II Mortgage Loan or related REO Property remaining in REMIC II-A or the last Group III Mortgage Loan or related REO Property remaining in REMIC III-A, the additional requirement specified in clause (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding:below): (i) within 90 days prior The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to the final Distribution Date, at the written direction of the Seller, the TrusteeREMIC I-A’s or REMIC II-A’s or REMIC III-A’s, as agent for the respective applicable, final Tax Matters PersonsReturn pursuant to Treasury regulation Section 1.860F-1, and such termination shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the satisfy all requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii) the Seller 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-A or REMIC II-A or REMIC III-A, as applicable, to the Trust Fund in accordance with the terms hereofrelated Terminator for cash; and (iii) at or after At the time of adoption the making of such a plan of complete liquidation of any of REMIC I and REMIC II and at the final payment on the related Certificates, the Paying Agent shall distribute or prior credit, or cause to be distributed or credited, to the final Distribution Date, the Trustee shall sell for cash all Holders of the assets Class I-R Certificates all cash on hand in REMIC I-A and to the Holders of the Trust Class II-R Certificates all cash on hand in REMIC II-A and to or at the direction Holders of the SellerClass III-R Certificates all cash on hand in REMIC III-A (in each case other than cash retained to meet claims), and either REMIC I and I-A or REMIC II-A or REMIC III-A, as applicable, shall terminate at such that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of REMIC I-A or REMIC II-A or REMIC III-A, as applicable, pursuant to this Section 9.02. (c) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of authorize the Trust FundAdministrator to specify the 90-day liquidation period for REMIC I-A or REMIC II-A or REMIC III-A, the Trust Fund and each of REMIC I and REMIC II as applicable, which authorization shall terminatebe binding upon all successor Certificateholders.

Additional Termination Requirements. (a) If the option of Xxxxxxxxx or the Seller Depositor, as applicable, to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Securities Administrator and the Trustee has have been furnished with an Opinion of Counsel (at the expense of the Depositor or Xxxxxxxxx, whichever is repurchasing the Mortgage Loans) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction Depositor or Xxxxxxxxx, whichever is purchasing the Mortgage Loans, shall prepare, and the Trustee and the Securities Administrator (as attorney-in-fact on behalf of the Seller, Holders of the Trustee, as agent for the respective Tax Matters PersonsResidual Certificates pursuant to Section 10.02(b)), shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller Depositor or Xxxxxxxxx, as applicable, meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel delivered to the Securities Administrator and the Trustee, at the expense of Xxxxxxxxx or the Depositor, whichever is repurchasing the Mortgage Loans; and (ii) Xxxxxxxxx or the Seller Depositor, as applicable, shall notify the Securities Administrator and the Trustee in writing 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) at or after the time of adoption of such a plan of complete liquidation of any of and REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC I and REMIC II upon the written request of the SellerDepositor or Xxxxxxxxx, as applicable, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor or Xxxxxxxxx, as applicable, and (ii) appoint the Seller Securities Administrator as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust FundTrust, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Master Servicer to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and or REMIC II or (ii) cause any either REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters PersonsPerson, shall adopt a plan of complete liquidation of the Trust Fund and REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidationQualified Liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller; and (iii) at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit from the Certificate Account to the extent on deposit therein (or cause to be distributed or credited) (i) to the Certificateholders, other than the Holders of the Residual Certificates, the Current Principal Amount of the Certificates plus 30 days' interest thereon at the applicable Pass-Through Rate, and (ii) to the Holder of the Class R-1 Certificate, all remaining cash on hand from REMIC I and to the Holder of the Class R-2 Certificate, all remaining cash on hand from REMIC II (other than cash retained to meet claims); and the Trust and REMIC I and REMIC II, as applicable, II shall terminate at such timetime provided that, prior to receipt by any Holder of a Subordinate Certificate of any such amounts, all amounts due to the Certificate Insurer and the Trustee shall first have been paid in full. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Seller and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all returns of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateII.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and I, REMIC II or REMIC III or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I I, REMIC II and REMIC II III in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I I, REMIC II and REMIC II III and at or prior to the final Distribution DateDate relating thereto, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I I, REMIC II and REMIC II, III as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall terminate.

Additional Termination Requirements. (a) If In the option of event that the Seller to repurchase related Terminator purchases all the Group I Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each related REO Property or all the Group II Mortgage Loans and each related REO Property, REMIC I-A (in the case of REMIC a purchase of all the Group I Mortgage Loans and each related REO Property) or REMIC II (in the case of a purchase of all the Group II 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 has been furnished with an Opinion of Counsel to the effect that the failure final payment on or other liquidation of the Trust to comply with last Group I Mortgage Loan or related REO Property remaining in REMIC I-A or the requirements of this Section 10.02 will not last Group II Mortgage Loan or related REO Property remaining in REMIC II, the additional requirement specified in clause (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding:below): (i) within 90 days prior The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to the final Distribution Date, at the written direction of the Seller, the TrusteeREMIC I-A’s or REMIC II’s, as agent for the respective applicable, final Tax Matters PersonsReturn pursuant to Treasury regulation Section 1.860F-1, and such termination shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the satisfy all requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer; (ii) the Seller 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-A or REMIC II, as applicable, to the Trust Fund in accordance with the terms hereofrelated Terminator for cash; and (iii) at or after At the time of adoption the making of such a plan the final payment on the related Certificates, the Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of complete liquidation the Class I-R Certificates all cash on hand in REMIC I-A and to the Holders of any of the Class II-R Certificates all cash on hand in REMIC I II (in each case other than cash retained to meet claims), and either REMIC I-A and REMIC II and at I-B or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC, as applicable, pursuant to this Section 9.02. (c) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete authorize the Trust Administrator to specify the 90-day liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, period for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of , as applicable, which authorization shall be binding upon all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminatesuccessor Certificateholders.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercised, the Trust Fund and each of 2005-4 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of 2005-4 REMIC I and REMIC II or (ii) cause any 2005-4 REMIC to fail to qualify as a 2005-4 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the TrusteeSecurities Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2005-4 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Securities Administrator by the Seller meeting Depositor, shall meet the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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 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) at or after the time of adoption of such a plan of complete liquidation of any of 2005-4 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Securities Administrator shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2005-4 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2005-4 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2005-4 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2005-4 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Terminating Entity exercises its purchase option of the Seller pursuant to repurchase all the Mortgage Loans under Subsection 10.01(a)(iSection 11.01(A) above is exercisedor a Terminating Auction Sale shall have occurred pursuant to Section 11.01(c), the Trust Fund and each of related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC created hereunder, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by Terminating Entity under Section 11.03, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Residual Certificates shall adopt a plan of complete liquidation of REMIC I and REMIC II in for the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofrelated REMIC; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for such REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of such REMIC to the Trust to Depositor for cash. (b) Upon the exercise of an Optional Termination by the Terminating Entity or at upon the direction occurrence of the Seller, and a Terminating Auction Sale in respect of either REMIC I and or REMIC II, as applicable, pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of a Terminating Auction Sale in respect of the remaining subsidiary REMIC (the “Remaining Subsidiary REMIC”) pursuant to Section 11.01, each remaining REMIC shall terminate be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of a REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at such time.any time that any Certificates are outstanding: (bi) By their acceptance concurrently with the adoption of the plan of complete liquidation of the Remaining Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Residual Certificates, as applicable, shall adopt a plan of complete liquidation of each remaining REMIC; and (ii) at or after the Holders time of adoption of any such plan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Remaining Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for cash. (c) By its acceptance of a Residual Certificate, the Holder thereof hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such other action in connection therewith as may be reasonably requested by the Seller required to liquidate and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidationotherwise terminate any REMIC created pursuant to this Agreement. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.-162-

Additional Termination Requirements. (a) If In the event that the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 10.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has shall have been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" of the Trust as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) The Trustee shall designate a date within 90 days prior to the final Distribution Date, at Date as the written direction date of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan adoption of plans of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided delivered to it by the Seller meeting the requirements Servicer of a "qualified liquidation" under Section 860F each of the Code remaining REMICs included in the Trust Fund and any regulations thereunder.shall specify such date in the final federal income tax return of each REMIC; (ii) After the Seller 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) at or after the time date of adoption of such a plan plans of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction Servicer for cash; and (iii) At the time of the Sellermaking of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited in the following order of priority (A) (i) to the Holders of each of the Class AV-1, Class AF-1, Class AF-2, Class AF-3 and REMIC I Class AF-4 Certificates, pro rata and REMIC II(ii) to the Class X-0, Xxxxx X-0, Class M-3 Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, the related Certificate Principal Balance, as applicable, plus one month's interest thereon at the applicable Pass-Through Rate, (B) (i) to the Class R Certificates, the Class R Excess Interest Amount of any remaining Monthly Excess Interest, (ii) any LIBOR Carryover Amounts not previously distributed and (iii) to the Class N and Class X Certificates in respect of the Class X/N Interest, the amount of any remaining Monthly Excess Cash Flow Amounts not previously distributed thereon and not distributed to the Class R Certificates, (C) to the remaining REMIC Regular Interests the amounts allocable thereto pursuant to Section 4.08 and (D) to the Class R Certificateholders, all cash on hand in respect of the related REMIC or REMICs after such payment (other than cash retained to meet claims) and the Trust shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby agree to appoint the Trustee as their attorney in fact to: (i) agree to adopt designate such a plan date of adoption of plans of complete liquidation of the REMIC upon the written request of the Seller, and (ii) to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting required to carry out such a plan plans of complete liquidation. The Trustee shall adopt such plan of liquidation by filing all in accordance with the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateterms hereof.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each 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 (subject to Section 10.01(f)) the Trustee has been furnished with 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 I, REMIC II and REMIC 118 III, as the Trust case may be, to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are Certificate is outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent The Master Servicer shall establish a 90-day liquidation period for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and specify the first day of such period in a statement attached to REMIC II in the case I's final Tax Return pursuant to Treasury Regulations Section 1.860F-1. The Master Servicer also shall satisfy all of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation for REMIC I under Section 860F of the Code and any the regulations thereunder.; (ii) the Seller 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) at or after If the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior Master Servicer is exercising its right to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of 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 shall terminate.III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement. 119

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all or some of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of related REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has and Securities Administrator have been furnished with an Opinion of Counsel addressed to the Trustee and Securities Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of any REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the TrusteeSecurities Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each related REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting Depositor, which meets the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder.; and (ii) the Seller Depositor 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 related assets of the Trust Fund in accordance with the terms hereof; and (iii) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor, and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee Securities Administrator shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each related REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of related REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option Terminator purchases all the Group I/II Mortgage Loans and all related REO Property, on the final payment on or other liquidation of the Seller last Group I/II Mortgage Loan or related REO Property remaining in REMIC I/II-1 pursuant to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedSection 9.01, the Trust Fund and each of REMIC I and REMIC II I/II-1 shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final Distribution DateTax Return of each REMIC I/II-1, at the written direction of the SellerREMIC I/II-2, the TrusteeREMIC I/II-CX, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I I/II-BX and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided I/II-PX pursuant to it by the Seller meeting the Treasury regulation Section 1.860F-l and shall satisfy all requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder.thereunder with respect to each REMIC I/II-1, REMIC I/II-2, REMIC I/II-CX, REMIC I/II-BX and REMIC I/II-PX, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator; (ii) the Seller 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 REMIC I/II-1 to the Trust Fund in accordance with the terms hereofTerminator for cash; and (iii) at or after At the time of adoption the making of such a plan the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of complete the Class R Certificates, the Class R-CX Certificates, or the Class R-PX Certificates, as applicable, all cash on hand in the Trust Fund (other than cash retained to meet claims), and each of REMIC I/II-1, REMIC I/II-2, REMIC I/II-CX, REMIC I/II-BX and REMIC I/II-PX shall terminate at that time. If REMIC III-1, REMIC III-2, REMIC III-CX, REMIC III-BX and REMIC III-PX have previously terminated pursuant to Sections 9.01 and 9.02(b), the Trust Fund shall also terminate at that time. (b) If the Terminator purchases all the Group III Mortgage Loans and all related REO Property, on the final payment on or other liquidation of any the last Group III Mortgage Loan or related REO Property remaining in REMIC III-1 pursuant to Section 9.01, REMIC III-1 shall be terminated in accordance with the following additional requirements: (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final Tax Return of each REMIC I III-1, REMIC III-2, REMIC III-CX, REMIC III-BX and REMIC II III-PX pursuant to Treasury regulation Section 1.860F-l and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder with respect to each REMIC III-1, REMIC III-2, REMIC III-CX, REMIC III-BX and REMIC III-PX, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator; (ii) During such 90-day liquidation period, and at or prior to the time of making of the final Distribution Datepayment on the Certificates, the Trustee shall sell for cash all of the assets of REMIC III-1 to the Trust to or at Terminator for cash; and (iii) At the direction time of the Sellermaking of the final payment on the Certificates, and REMIC I and REMIC IIthe Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class R Certificates, the Class R-CX Certificates, or the Class R-PX Certificates, as applicable, all cash on hand in the Trust Fund (other than cash retained to meet claims), and each of REMIC III-1, REMIC III-2, REMIC III-CX, REMIC III-BX and REMIC III-PX shall terminate at such that time. If REMIC I/II-1, REMIC I/II-2, REMIC I/II-CX, REMIC I/II-BX and REMIC I/II-PX have previously terminated pursuant to Sections 9.01 and 9.02(a), the Trust Fund shall also terminate at that time. (c) At the expense of the Terminator, the Trustee shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each Trust REMIC pursuant to the Section 9.02(a) or (b). (d) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete authorize the Trustee to specify the 90-day liquidation of the REMIC period for each Trust REMIC, which authorization shall be binding upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminatesuccessor Certificateholders.

Additional Termination Requirements. (a) If Upon the option receipt of the Seller final distribution to repurchase all be made on the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedDeposited Underlying Certificates in accordance with the terms and conditions of the Underlying Agreement, the Holder of the Class A-R Certificate shall cause the Trust Fund and each of REMIC I and REMIC II shall to be terminated in accordance with the following additional requirements, unless the Trustee has been furnished supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 7.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in Section section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i1) within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution DateDate set forth in the notice given by the Servicer in accordance with the terms of the Underlying Agreement, the Trustee shall prepare, at the written direction expense of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall "tax matters person," and adopt a plan of complete liquidation within the meaning of REMIC I and REMIC II in section 860F(a)(4) of the case Code which, as evidenced by an Opinion of a termination under Subsection 10.01(a)(iCounsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 (iii2) at or Within 90 days after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Dateliquidation, the Trustee shall sell for cash all of the assets of the Trust Fund to or at the direction Holder of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeClass A-R Certificate for cash in accordance with Section 7.01. (b) By their acceptance of the Residual Certificates, the Holders thereof The Trustee as agent for any REMIC created under this Agreement hereby (i) agree agrees to adopt and sign such a plan of complete liquidation of the REMIC upon the written request of the SellerHolder of the Class A-R Certificate, and the receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Seller Holder of the Class A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such Trustee to adopt and sign a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I and REMIC II to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidationTrustee. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.134

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercised, the Trust Fund and each of 2005-AR5 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee and the Certificate Insurer (which opinion shall not be at the expense of the Trustee or the Certificate Insurer) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of 2005-AR5 REMIC I and REMIC II or (ii) cause any 2005-AR5 REMIC to fail to qualify as a 2005-AR5 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2005-AR5 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of 2005-AR5 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2005-AR5 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2005-AR5 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2005-AR5 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2005-AR5 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercised, the Trust Fund and each of 2005-AR1 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” as defined in Section 860F of the Code on each of 2005-AR1 REMIC I and REMIC II or (ii) cause any 2005-AR1 REMIC to fail to qualify as a 2005-AR1 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2005-AR1 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "“qualified liquidation" ” under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of 2005-AR1 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2005-AR1 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2005-AR1 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2005-AR1 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2005-AR1 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 11.01 or 11.02, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel (which shall not be an expense of the Trustee) to the effect that the failure of the Trust Fund to comply with the requirements of this Section 10.02 11.03 will not (i) result in the imposition of taxes on "prohibited transactions" on REMIC I or REMIC II as defined in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Class A Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Remittance Date, at the written direction holders of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class R-1 and Class R-2 Certificates shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i)II, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c)respectively, provided to it by the Seller meeting the requirements of a "qualified liquidationQualified Liquidation" under Section 860F of the Code and any regulations thereunder.; (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Remittance Date, the Co-Trustee shall sell for cash all of the assets of REMIC I and REMIC II to the Trust Servicer; and (iii) At the time of the making of the final payment on the Certificates, the Trustee shall (x) deposit into and withdraw from the Certificate Account the amount of such final payment and shall distribute or credit, or cause to be distributed or credited, to the Certificateholders of each Class, the related Class Principal Balance, plus 30 days' interest thereon at the direction of related Class Remittance Rate, and (y) to the SellerClass R-1 Certificateholders, distribute all cash on hand after such payment to the respective Class A, Class M and Class B Certificateholders and REMIC I and REMIC II, as applicable, II shall terminate at such time. (b) By their acceptance of the Residual Certificates, Class R Certificates the Holders holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Servicer and to take such other action in connection therewith as may be reasonably requested by the Seller Servicer and (ii) appoint the Seller Servicer as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 cause the sale or otherwise dispose other disposal of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller Depositor to repurchase all the Mortgage Loans under Subsection Section 10.01(a)(i) above is exercised, the Trust Fund and each of 2006-AR2 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee and the Certificate Insurer (which opinion shall not be at the expense of the Trustee or the Certificate Insurer) to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of 2006-AR2 REMIC I and REMIC II or (ii) cause any 2006-AR2 REMIC to fail to qualify as a 2006-AR2 REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the SellerDepositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2006-AR2 REMIC I and REMIC II in the case of a termination under Subsection Section 10.01(a)(i). Such plan, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), which shall be provided to it the Trustee by the Seller meeting Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller Depositor 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) at or after the time of adoption of such a plan of complete liquidation of any of 2006-AR2 REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerDepositor, and REMIC I and REMIC II, as applicableeach 2006-AR2 REMIC, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related 2006-AR2 REMIC upon the written request of the SellerDepositor, and to take such action in connection therewith as may be reasonably requested by the Seller Depositor and (ii) appoint the Seller Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-AR2 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of 2006-AR2 REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and 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 has been furnished with Trustee, the Certificate Insurer 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 REMIC I or REMIC II, as the Trust case may be, to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition on either REMIC of taxes on "prohibited transactions," as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are Certificate is outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent The REMIC Administrator shall establish a 90-day liquidation period for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of REMIC I and REMIC II in II, as the case may be, and specify the first day of such period in a termination under Subsection 10.01(a)(i), or a plan statement attached to such REMIC's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The REMIC Administrator also shall satisfy all of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" liquidation for REMIC I and REMIC II, as the case may be, under Section 860F of the Code and any regulations thereunder.; (ii) the Seller The REMIC Administrator 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) at or after If the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior Master Servicer is exercising its right to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, and to take such action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period prior to the Final Distribution Date, purchase all of the assets of such REMIC for cash at the price set forth in Section 9.01 hereof; 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, such Master Servicer shall not purchase any of the assets of such REMIC prior to the close of that calendar quarter. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the REMIC Administrator as its attorney-in-fact to adopt a plan of complete liquidation for the Trust Fund at the expense of the Trust Fund in accordance with the terms and each conditions of REMIC I and REMIC II shall terminate.this Agreement. 108 120

Additional Termination Requirements. (a) If Upon the option receipt of the Seller final distribution to repurchase all be made on the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedDeposited Underlying Certificates in accordance with the terms and conditions of the Underlying Agreement, the Holder of the Class A-R Certificate shall cause the Trust Fund and each of REMIC I and REMIC II shall to be terminated in accordance with the following additional requirements, unless the Trustee has been furnished supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 7.03 will not (i) result in the imposition of taxes on "prohibited transactions" on any REMIC as defined in Section section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i1) within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution DateDate set forth in the notice given by the Master Servicer in accordance with the terms of the Underlying Agreement, the Trustee shall prepare, at the written direction expense of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall "tax matters person," and adopt a plan of complete liquidation within the meaning of REMIC I and REMIC II in section 860F(a)(4) of the case Code which, as evidenced by an Opinion of a termination under Subsection 10.01(a)(iCounsel (which opinion shall not be an expense of the Trustee or the Tax Matters Person), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting meets the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 (iii2) at or Within 90 days after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Dateliquidation, the Trustee shall sell for cash all of the assets of the Trust Fund to or at the direction Holder of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timeClass A-R Certificate for cash in accordance with Section 7.01. (b) By their acceptance of the Residual Certificates, the Holders thereof The Trustee as agent for any REMIC hereby (i) agree agrees to adopt and sign such a plan of complete liquidation of the REMIC upon the written request of the SellerHolder of the Class A-R Certificate, and the receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Seller Holder of the Class A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such Trustee to adopt and sign a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If the option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, or if the option of the Guarantor to repurchase the Group 1 and Group 2 Mortgage Loans under Section 10.01 is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each of REMIC I and REMIC II any or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution Date, at the written direction of the Seller, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of the related REMIC I and REMIC II or REMICs in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I IA and REMIC IB in the case of a termination under Subsection 10.01(c), or a plan of complete liquidation of REMIC IA in the case of a termination under Subsection 10.01(d), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the SellerSeller or Guarantor, as applicable, and REMIC I and REMIC IIsuch REMIC, as applicable, shall terminate at such time. (b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the SellerSeller or Guarantor, as applicable, and to take such action in connection therewith as may be reasonably requested by the Seller or Guarantor, as applicable, and (ii) appoint the Seller or Guarantor, as applicable, as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II and REMIC III as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any 137 regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I, REMIC II and REMIC III; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event the Terminating Entity exercises its purchase option of (x) pursuant to Section 11.01(A)(i) or (y) pursuant to Section 11.01(A)(ii) the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "a “prohibited transactions" transaction” of any REMIC created hereunder, as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within 90 days prior to the final Distribution DateDate set forth in the notice given by Terminating Entity under Section 11.02, at the written direction Holder of the Seller, the Trustee, as agent for the respective Tax Matters Persons, Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of Subsidiary REMIC I and 1 or Subsidiary REMIC II in the case of a termination under Subsection 10.01(a)(i)2, or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder. (ii) the Seller 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 hereofas applicable; and (iiiii) at or after the time of adoption of any such a plan of complete liquidation of any of for Subsidiary REMIC I and 1 or Subsidiary REMIC II and 2, as applicable, at or prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to Subsidiary REMIC 1 or at the direction of the Seller, and Subsidiary REMIC I and REMIC II2, as applicable, shall terminate at such time. (b) By their acceptance to the Depositor for cash; provided, however, that in the event that a calendar quarter ends after the time of the Residual Certificates, the Holders thereof hereby (i) agree to adopt adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of such REMIC upon prior to the written request close of that calendar quarter. (b) Upon the exercise of an Optional Termination by Terminating Entity in respect of one Subsidiary REMIC pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination in respect of the Sellerother Subsidiary REMIC (the “Second Subsidiary REMIC”) pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to take such action the effect that the failure to comply with the requirements of this Section will not (i) result in connection therewith the imposition of taxes on a “prohibited transaction” of a REMIC, as may be reasonably requested by described in Section 860F of the Seller and Code, or (ii) appoint cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: concurrently with the Seller adoption of the plan of complete liquidation of the Second Subsidiary REMIC, as their attorneyset forth in paragraph (a) of this Section, the Holder of the Class AR or Class AR-in-factL Certificates shall adopt a plan of complete liquidation of each remaining REMIC; and at or after the time of adoption of any such plan of complete liquidation for each such remaining REMIC, with full power at or prior to the final Distribution Date of substitutionthe Second Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for purposes cash; provided, however, that in the event that a calendar quarter ends after the time of adopting adoption of such a plan of complete liquidation. The liquidation but prior to the final Distribution Date, the Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all not sell any of the assets of any such remaining REMIC prior to the Trust Fund, the Trust Fund and each close of REMIC I and REMIC II shall terminatethat calendar quarter.

Additional Termination Requirements. (a) If In the event that the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 10.1, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an received a Nondisqualification Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 subsection 10.2(a) will not (iA) result in the imposition of taxes on "prohibited transactions" of the Trust, as defined in Section 860F of the Code on each of Code, or contributions to either REMIC I and or REMIC II after the "startup day," as defined in Section 860G(d) of the Code, or (iiB) cause any either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are Certificate is outstanding: (i) within 90 ninety (90) days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 10.1, the Trustee, as agent for at the respective Tax Matters Personsdirection of the Depositor, shall adopt a plan of complete liquidation of REMIC I and REMIC II the Trust in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it form prepared by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.Depositor; (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the Distribution Date for the final distribution, the Trustee shall sell all of the assets of the Trust either to the Depositor or other purchaser of the assets of the Trust, as the case may be, for cash; 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 such final Distribution Date, the Trustee shall not sell for cash all any of the assets of the Trust prior to the close of that calendar quarter; and (iii) the Trustee shall make the distributions specified in subsection 10.1(d) and (e) on or at before the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timefinal Distribution Date referred to in clause (i) above. (b) By their acceptance of the Residual Certificates, the Holders thereof The Trustee hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC as specified in subsection 10.2(a) upon the written request direction of the Seller, Depositor and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateDepositor.

Additional Termination Requirements. (a) If In the event the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II and REMIC III as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding:: 125 (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I, REMIC II and REMIC III; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee Master Servicer as agent of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Master Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.

Additional Termination Requirements. (a) If In the event that the Master Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 10.1, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 subsection 10.2(a) will not (iA) result in the imposition of taxes on "prohibited transactions" of the Trust, as defined in Section 860F of the Code on each Code, or contributions to either REMIC after the "startup day," as defined in Section 860G(d) of REMIC I and REMIC II the Code, or (iiB) cause any either REMIC of the Trust to fail to qualify as a REMIC at any time that any Regular Certificates are Certificate is outstanding: (i) within 90 ninety (90) days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 10.1, the Trustee, as agent for at the respective Tax Matters Personsdirection of the Depositor, shall adopt a plan of complete liquidation of REMIC I and REMIC II the Trust in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it form prepared by the Seller meeting the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.Depositor; (ii) the Seller 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) at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the Distribution Date for the final distribution, the Trustee shall sell all of the assets of the Trust either to the Depositor or other purchaser of the assets of the Trust, as the case may be, for cash; 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 such final Distribution Date, the Trustee shall not sell for cash all any of the assets of the Trust prior to the close of that calendar quarter; and (iii) the Trustee shall make the distributions specified in subsection 10.1(e) on or at before the direction of the Seller, and REMIC I and REMIC II, as applicable, shall terminate at such timefinal Distribution Date referred to in clause (i) above. (b) By their acceptance of the Residual Certificates, the Holders thereof The Trustee hereby (i) agree agrees to adopt such a plan of complete liquidation of the REMIC as specified in subsection 10.2(a) upon the written request direction of the Seller, Depositor and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateDepositor.

Additional Termination Requirements. (a) If In the event the Servicer exercises its purchase option of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercisedas provided in Section 9.01, the Trust Fund and each of REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the Trust REMIC I, REMIC II and REMIC III to comply with the requirements of this Section 10.02 9.02 will not (i) result in the imposition of taxes on "“prohibited transactions" ” of REMIC I, XXXXX XX and XXXXX XXX as defined described in Section 860F of the Code on each of REMIC I and REMIC II Code, or (ii) cause any REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) within Within 90 days prior to the final Distribution Date, at Date set forth in the written direction of notice given by the SellerTrustee under Section 9.01, the Trustee, as agent for the respective Tax Matters Persons, Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller III meeting the requirements of a "qualified liquidation" liquidation under Section 860F of the Code and any regulations thereunder., as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I, XXXXX XX and XXXXX XXX; and (ii) the Seller 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) at At or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Trustee on behalf of the Trust shall sell for cash all of the assets of the Trust to or at the direction of the SellerREMIC I, REMIC II and REMIC I and REMIC II, as applicable, shall terminate at such timeIII to the Servicer for cash in the amount specified in Section 9.01. (b) By their its acceptance of the any Residual CertificatesCertificate, the Holders Holder thereof hereby (i) agree agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation of the REMIC upon the written request of the Seller, Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Seller and (ii) appoint Tax Matters Person or the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminateTrustee.