Common use of Additional Termination Requirements Clause in Contracts

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property Avelo (or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I Master Servicer pursuant to an Auction Call) or Litton, as applicable, exercises its purchase option with respect to thx Xxxxgage Loans as provided in Section 9.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (Avelo or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC ILitton, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)as applicable, to the effect that the failure of REMIC I to comply with such additional requirements thx xxxxirements of this Section 9.02 11.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " on any Trust REMIC as described defined in Section 860F of the Code, or (Bii) cause any Trust REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstandingCertificates are Outstanding: (ia) The Trust Securities Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I the Trust Fund to Avelo or Litton, as applicable, or its designee, and, within 90 days of such salx, xxxll distribute to the Terminator for cashCertificateholders the proceeds of such sale in complete liquidation of each of the Trust REMICs; (b) The Securities Administrator shall sell all of the assets of the Trust Fund to the entity that submitted the highest bid pursuant to the Auction Call and, by the next Distribution Date after such sale, shall distribute to the Certificateholders the proceeds of such sale in complete liquidation of each of the Trust REMIC; and (iiic) At The Securities Administrator shall attach a statement to the time final federal income tax return for each of the making Trust REMICs stating that pursuant to Treasury Regulations Section 1.860F-1, the first day of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-90 day liquidation period for each such Trust REMICREMIC was the date on which the Securities Administrator sold the assets of the Trust Fund to Avelo, which authorization shall be binding upon all successor CertificateholdersLitton, or the entity that submitted the highest bid received pursuant to the Auction Call, as applicable.

Additional Termination Requirements. (a) In the event the Terminating Entity exercises an Optional Termination pursuant to Section 11.01(A), the REMIC holding the related Mortgage Loans shall be liquidated 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 Terminator purchases all failure to comply with the Mortgage Loans and each REO Property requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC, 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) within 90 days prior to the final payment on or other Distribution Date set forth in the notice given by the Terminating Entity under Section 11.02, the Holder of the Class AR-L Certificates shall adopt a plan of complete liquidation of the last Mortgage Loan related Subsidiary REMIC; and (ii) at or REO Property remaining after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC 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; 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 I prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity pursuant to paragraph (a) of this Section 9.01if no other Subsidiary REMIC shall remain outstanding following such termination, the Trust Fund Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on a “prohibited transactions,transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (Bii) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify concurrently with the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F adoption of the Code and any regulations thereunderplan of complete liquidation of the Subsidiary REMIC, as evidenced by an Opinion set forth in paragraph (a) of Counsel obtained at this Section, the expense Holder of the Terminator;Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) During at or after the time of adoption of any such 90-day plan of complete liquidation period andfor the Master REMIC and each Middle REMIC, and at or prior to the time of making final Distribution Date of the final payment on the CertificatesSubsidiary REMIC, the Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC to the Terminator Depositor for cash; and (iii) At provided, however, that in the event that a calendar quarter ends after the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor shall prepare or cause to be prepared the documentation required in connection with the adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of each Trust the assets of the Master REMIC pursuant or either Middle REMIC prior to this Section 9.02the close of that calendar quarter. (c) By their its acceptance of Certificatesa Residual Certificate, the Holders Holder thereof hereby agree agrees to authorize adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably required to liquidate and otherwise terminate the Trust Administrator to specify the 90-day liquidation period for each Trust Master REMIC, which authorization shall be binding upon all successor Certificateholderseach Middle REMIC and each Subsidiary REMIC.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01exercises its purchase option, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Terminator, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” as described in Section 860F " of the Codea REMIC, or (Bii) cause any REMIC I created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator Master Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, which shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each the Trust REMIC’s Fund's final Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 1.860F-1. The Master Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator; (ii2) During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R Certificateholders all cash on hand in the Trust Fund (other than cash retained to meet claims)) related to such Class of Certificates, and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Master Servicer to specify the 90-day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Certificateholders. The Trustee shall attach a statement to the final federal income tax return for each of any REMIC created hereunder stating that pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day liquidation period for each the REMIC was the date on which the Trustee sold the assets of the Trust Fund to the Terminator. (c) The Trustee as agent for each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1), and together with the Holders of the Class A-R Certificates agree to take such other action in connection therewith as may be reasonably requested by the Terminator.

Additional Termination Requirements. (a) In the event that the Terminator Master Servicer or the Depositor purchases all of the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC III) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Master Servicer or the Depositor, as the case may be, obtains at its own expense and delivers to the Servicer have received Trustee an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirementsDepositor, the Master Servicer or and the Trust Administrator)Trustee, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Asubject to Section 10.01(f)) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of REMIC I, REMIC II or REMIC III as described defined in Section 860F of the Code, Code or (B) cause REMIC I I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator the Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each of REMIC I, REMIC II and REMIC III pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator Master Servicer or the Depositor, as applicable, for cash; and (iii) At the time of immediately following the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Class of Residual Certificates all cash on hand in the Trust Fund related REMIC (other than cash retained to meet claims), and the Trust Fund REMIC I, REMIC II and REMIC III shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day adopt a plan of complete liquidation period for each Trust REMICof REMIC I, REMIC II and REMIC III, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Company exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the REMIC I Trust Fund and the REMIC II Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and Company, at its own expense, obtains for the Servicer have received Trustee an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I Trust Fund and REMIC II Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the REMIC I Trust Fund and the REMIC II Trust Fund as described in Section 860F of the Code, or (Bii) cause the REMIC I Trust Fund or the REMIC II Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify : Within 90 days prior to the first day final Distribution Date set forth in the 90-day notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation period in a statement attached to each on behalf of the REMIC I Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 Fund and shall satisfy all the REMIC II Trust Fund meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During Company, on behalf of the REMIC I Trust Fund and the REMIC II Trust Fund; and At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time final Distribution Date, the Master Servicer as agent of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the REMIC I Trust Fund and the REMIC II Trust Fund to the Terminator Company for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that timeamount specified in Section 9.01. (b) At the expense By its acceptance of the Terminatorany Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby agrees to be prepared authorize the documentation required in connection with Tax Matters Person and the adoption of Trustee to adopt such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Tax Matters Person and the Trustee and to this Section 9.02take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator Master Servicer purchases all the Mortgage Loans and each REO Property Trust Collateral or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC I occurs pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Master Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator Master Servicer (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC Ithe Subsidiary REMIC, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the Subsidiary REMIC I to comply with such additional requirements of this Section 9.02 10.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorMaster Servicer; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee Trust Administrator shall sell all of the assets of the Subsidiary REMIC I to the Terminator Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the TerminatorMaster Servicer, the Depositor 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 this Section 9.0210.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining a Terminating Purchase as provided in REMIC I pursuant to Section 9.0110.02, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Securities Administrator and the Servicer have received an Trustee receive (i) a Special Tax Opinion of Counsel, which Opinion of Counsel shall be at the expense and (ii) a Special Tax Consent from each of the Terminator Holders of the Residual Certificates (or in connection with a termination resulting unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding:Terminating Purchase): (i) The Trust Administrator Within ninety (90) days prior to the Final Distribution Date, the Depositor and the Trustee on behalf of the related REMIC shall specify adopt a plan of complete liquidation meeting the requirements of a qualified liquidation under the REMIC Provisions (which plan may be adopted by the Securities Administrator’s attachment of a statement specifying the first day in of the 90-day liquidation period in a statement attached to each Trust the REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 federal income tax return) and shall satisfy the REMIC will sell all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminatorits assets (other than cash); (ii) During such 90-day liquidation period and, at or prior to the time of Upon making of the final payment on the CertificatesRegular Certificates or the deposit of any unclaimed funds otherwise distributable to the holders of the Regular Certificates in the Termination Account on the Final Distribution Date, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Securities Administrator shall distribute or credit, or cause to be distributed or credited, pro rata, to the Holders of the Residual Certificates representing ownership of the residual interest in such REMIC all cash on hand in the Trust Fund relating to such REMIC after such final payment (other than cash retained to meet claims), and the Trust Fund such REMIC shall terminate at that time; and (iii) In no event may the final payment on the Certificates be made after the 90th day from the date on which the plan of complete liquidation is adopted. A payment into the Termination Account with respect to any Certificate pursuant to Section 10.03 shall be deemed a final payment on, or final distribution with respect to, such Certificate for the purposes of this clause. (b) At the expense By its acceptance of the Terminatora Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby (i) authorizes such action as may be necessary to be prepared the documentation required in connection with the adoption of adopt a plan of complete liquidation of each Trust any related REMIC pursuant and (ii) agrees to this Section 9.02. (c) By their acceptance take such action as may be necessary to adopt a plan of Certificates, complete liquidation of any related REMIC upon the Holders thereof hereby agree to authorize written request of the Trust Administrator to specify the 90-day liquidation period for each Trust REMICTrustee, which authorization shall be binding upon all successor CertificateholdersHolders of Residual Certificates.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Optional Termination Holder exercises its purchase option with respect to the Mortgage Loans and each REO Property as provided in Section 9.01 or the final payment on or other liquidation of Auction Purchaser purchases the last Mortgage Loan or REO Property remaining in REMIC I Loans pursuant to Section 9.01, at such time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Depositor, to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " on any REMIC as described defined in Section 860F of the Code, or (Bii) cause REMIC I 1, REMIC 2 and REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation notice given by the Trustee under Section 860F 9.02, the Depositor shall prepare and the Trustee, at the expense of the Depositor, shall adopt a plan of complete liquidation within the meaning of Section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the TerminatorTrustee, the Tax Matters Person or the Trust Fund), meets the requirements of a qualified liquidation; (ii2) During such 90-day liquidation period and, at or prior to Within 90 days after the time of making adoption of the final payment on the Certificatessuch a plan of complete liquidation, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator Depositor for cashcash in accordance with Section 9.01; and (iii) At and On the time of the making of the date specified for final payment on of the Certificates, the Trust Administrator shall Trustee shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation payable to each Servicer pursuant to this Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 4.02 and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund after such final payment (other than the cash retained to meet claims), and the Trust Fund (and any REMIC) shall terminate at that time. (b) At the expense of the TerminatorThe Trustee as agent for REMIC 1, the Depositor shall prepare or cause REMIC 2 and REMIC 3 hereby agrees to be prepared the documentation required in connection with the adoption of adopt and sign such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Depositor, and the receipt of the Opinion of Counsel referred to this in Section 9.029.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Depositor. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Depositor to specify prepare and the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor CertificateholdersTrustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Trustee and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust AdministratorTrustee), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator Auction Purchaser or the Master Servicer purchases all the Mortgage Loans and each REO Property Trust Collateral, or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC I occurs pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Master Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator Master Servicer (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC Ithe Subsidiary REMIC, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the Subsidiary REMIC I to comply with such additional requirements of this Section 9.02 10.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorMaster Servicer; (ii) During If the Subsidiary REMIC is being terminated in connection with a purchase pursuant to Section 10.01(a)(i), during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee Trust Administrator shall sell all of the assets of the Subsidiary REMIC I to the Terminator Auction Purchaser or Master Servicer, as applicable, for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the TerminatorMaster Servicer, the Depositor 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 this Section 9.0210.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property exercises its purchase option as provided in Section 9.01 or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I there is a Successful Auction pursuant to Section 9.019.04, the Trust Fund shall be 161 terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or the Directing Certificateholder, in connection with the case of a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust AdministratorSuccessful Auction), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " on any REMIC as described defined in Section 860F of the Code, or (Bii) cause any REMIC I created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator Master Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, which shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each the Trust REMIC’s Fund's final Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 1.860F-1. The Master Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator;Terminator (or the Directing Certificateholder, in the case of a Successful Auction); and (ii2) During such 90-day liquidation period and, at or prior to Within 90 days after the time of making adoption of the final payment on the Certificatessuch a plan of complete liquidation, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator for cash; and (iii) At or the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand Winning Bidder in the Trust Fund (other than case of a Successful Auction) for cash retained to meet claims)in accordance with Section 9.01 and, and the Trust Fund shall terminate at that timeif applicable, Section 9.04. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Master Servicer to specify prepare and the 90-day Trustee to adopt and sign a plan of complete liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders. The Trustee shall attach a statement to the final federal income tax return for each of any REMIC created hereunder stating that pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day liquidation period for each the REMIC was the date on which the Trustee sold the assets of the Trust Fund to the Terminator. (c) The Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Terminator or the Directing Certificateholder, as applicable.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 10.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the Trust as described defined in Section 860F of the Code, Code or (Bii) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificate is Regular Certificates are outstanding: (i) The Trust Administrator Within 90 days prior to the final Distribution Date, the Servicer shall specify adopt and the first day in Trustee shall sign a plan of complete liquidation for each REMIC meeting the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Trustee, as holder of the Residual REMIC I Regular Interests, the unpaid principal balance thereof plus accrued interest thereon, (B) to each Class of Certificates the amounts payable pursuant to Section 5.01 and (C) to the Class R-1 Certificateholders, all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that timeafter such payments. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersterms hereof.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I Servicer exercises its purchase option pursuant to Section 9.019.01(b), the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Servicer, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as of any REMIC described in Section 860F of the Codehereunder, or (Bii) cause any REMIC I described hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator Servicer shall specify the first day in the establish a 90-day liquidation period in period, notify the Trustee thereof, and furnish the Trustee with a statement specifying the first day of such period, such statement to be attached to each the Trust REMICFund’s final Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 1.860F-1. The Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the TerminatorServicer; (ii) 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 Servicer shall sell acquire for its own account, all of the assets of REMIC I to the Terminator Trust Fund for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause the Administrator to be distributed distribute or creditedcredit, to the Holders Holder of the Residual Certificates Class R Certificate all cash on hand in the Trust Fund (other than cash retained to meet claims)) related to such Class of Certificates, and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Servicer to specify the 90-day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Certificateholders. The Trustee shall attach a statement to the final Federal income tax return for any REMIC described hereunder stating that pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day liquidation period for the REMIC was the date on which the Servicer acquired for its own account the assets of the Trust Fund. (c) The Trustee on behalf of the Trust agrees to adopt and sign such a plan of complete liquidation upon the written request of the Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.02(a)(i), and together with the Holder of the Class R Certificate agrees to take such other action in connection therewith as may be reasonably requested by the Servicer.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining a Terminating Purchase as provided in REMIC I pursuant to Section 9.0110.02, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Securities Administrator receives (i) a Special Tax Opinion and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense (ii) a Special Tax Consent from each of the Terminator Holders of the Residual Certificates (or in connection with a termination resulting unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not Terminating Purchase): (A) result in Within 90 days prior to the imposition Final Distribution Date, the Depositor and the Securities Administrator on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F behalf of the Code, or related REMIC shall adopt a plan of complete liquidation meeting the requirements of a qualified liquidation under the REMIC Provisions (B) cause REMIC I to fail to qualify as which plan may be adopted by the Securities Administrator’s attachment of a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator shall specify statement specifying the first day in of the 90-day liquidation period in a statement attached to each Trust the REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 federal income tax return) and shall satisfy the REMIC will sell all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminatorits assets (other than cash); (iiB) During such 90-day liquidation period and, at or prior to the time of Upon making of the final payment on the CertificatesRegular Certificates or the deposit of any unclaimed funds otherwise distributable to the holders of the Regular Certificates in the Termination Account on the Final Distribution Date, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Securities Administrator shall distribute or credit, or cause to be distributed or credited, pro rata, to the Holders of the Residual Certificates all cash on hand in relating to the Trust Fund REMIC after such final payment (other than cash retained to meet claims), and the Trust Fund REMIC shall terminate at that time; and (C) In no event may the final payment on the Certificates be made after the 90th day from the date on which the plan of complete liquidation is adopted. A payment into the Termination Account with respect to any Certificate pursuant to Section 10.03 shall be deemed a final payment on, or final distribution with respect to, such Certificate for the purposes of this clause. (b) At the expense By its acceptance of the Terminatora Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby (i) authorizes such action as may be necessary to be prepared the documentation required in connection with the adoption of adopt a plan of complete liquidation of each Trust any related REMIC pursuant and (ii) agrees to this Section 9.02. (c) By their acceptance take such action as may be necessary to adopt a plan of Certificates, complete liquidation of any related REMIC upon the Holders thereof hereby agree to authorize written request of the Trust Administrator to specify the 90-day liquidation period for each Trust REMICTrustee, which authorization shall be binding upon all successor CertificateholdersHolders of Residual Certificates.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Master Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the REMIC I Trust Fund and the REMIC II Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and Master Servicer, at its own expense, obtains for the Servicer have received Trustee an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I Trust Fund and the REMIC II Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the REMIC I Trust Fund and the REMIC II Trust Fund as described in Section 860F of the Code, or (Bii) cause the REMIC I Trust Fund or the REMIC II Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation period in a statement attached to each on behalf of the REMIC I Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 Fund and shall satisfy all the REMIC II Trust Fund meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator;Master Servicer, on behalf of the REMIC I Trust Fund and the REMIC II Trust Fund; and (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time final Distribution Date, the Master Servicer as agent of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the REMIC I Trust Fund and the REMIC II Trust Fund to the Terminator Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that timeamount specified in Section 9.01. (b) At the expense By its acceptance of the Terminatorany Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby agrees to be prepared authorize the documentation required in connection with Tax Matters Person and the adoption of Trustee to adopt such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Tax Matters Person and the Trustee and to this Section 9.02take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Optional Termination Holder exercises its purchase option with respect to the Mortgage Loans and each REO Property as provided in Section 9.01 or the final payment on or other liquidation of Auction Purchaser purchases the last Mortgage Loan or REO Property remaining in REMIC I Loans pursuant to Section 9.01, at such time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Depositor, to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” on any REMIC as described defined in Section 860F of the Code, or (Bii) cause REMIC I 1, REMIC 2, REMIC 3 and REMIC 4 to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation notice given by the Trustee under Section 860F 9.02, the Depositor shall prepare and the Trustee, at the expense of the Depositor, shall adopt a plan of complete liquidation within the meaning of Section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the TerminatorTrustee, the Tax Matters Person or the Trust Fund), meets the requirements of a qualified liquidation; (ii2) During such 90-day liquidation period and, at or prior to Within 90 days after the time of making adoption of the final payment on the Certificatessuch a plan of complete liquidation, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator Depositor for cashcash in accordance with Section 9.01; and (iii) At and On the time of the making of the date specified for final payment on of the Certificates, the Trust Administrator shall Trustee shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation payable to each Servicer pursuant to this Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 4.02 and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund after such final payment (other than the cash retained to meet claims), and the Trust Fund (and any REMIC) shall terminate at that time. (b) At the expense of the TerminatorThe Trustee as agent for REMIC 1, the Depositor shall prepare or cause REMIC 2, REMIC 3 and REMIC 4 hereby agrees to be prepared the documentation required in connection with the adoption of adopt and sign such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Depositor, and the receipt of the Opinion of Counsel referred to this in Section 9.029.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Depositor. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Depositor to specify prepare and the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor CertificateholdersTrustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Master Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and Master Servicer, at its own expense, obtains for the Servicer have received Trustee an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I Trust Fund, the REMIC II Trust Fund and REMIC III Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund as described in Section 860F of the Code, or (Bii) cause the REMIC I Trust Fund, the REMIC II Trust Fund or the REMIC III Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation period in a statement attached to each on behalf of the REMIC I Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 Fund, the REMIC II Trust Fund and shall satisfy all the REMIC III Trust Fund meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator;Master Servicer, on behalf of the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund; and (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time final Distribution Date, the Master Servicer as agent of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund to the Terminator Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that timeamount specified in Section 9.01. (b) At the expense By its acceptance of the Terminatorany Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby agrees to be prepared authorize the documentation required in connection with Tax Matters Person and the adoption of Trustee to adopt such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Tax Matters Person and the Trustee and to this Section 9.02take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In Upon exercise by the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation EMC Servicer of the last Mortgage Loan or REO Property remaining its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trust Administrator Trustee and the Servicer Securities Administrator have received been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)EMC Servicer, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 10.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” as described in Section 860F " of the Codea REMIC, or (Bii) cause a REMIC I to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust EMC Servicer shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Securities Administrator shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each Trust REMIC’s final of REMIC I, REMIC II and REMIC III's Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 and 1.860F-1. The EMC Servicer shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorEMC Servicer; (ii2) 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 EMC Servicer, acting as agent of the Trustee, shall sell all of the assets of REMIC I to the Terminator I, REMIC II and REMIC III for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund REMIC I, REMIC II and REMIC III shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator EMC Servicer to specify the 90-day liquidation period for each Trust REMICREMIC I, REMIC II and REMIC III, which authorization shall be binding upon all successor Certificateholders. (c) The Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the EMC Servicer, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the EMC Servicer.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01exercises its purchase option, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee have received been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Terminator, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” as described in Section 860F " of the Codea REMIC, or (Bii) cause any REMIC I created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator Master Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, which shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each the Trust REMIC’s Fund's final Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 1.860F-1. The Master Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator; (ii2) During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R Certificateholders all cash on hand in the Trust Fund (other than cash retained to meet claims)) related to such Class of Certificates, and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Master Servicer to specify the 90-day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Certificateholders. The Trustee shall attach a statement to the final federal income tax return for each of any REMIC created hereunder stating that pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day liquidation period for each the REMIC was the date on which the Trustee sold the assets of the Trust Fund to the Terminator. (c) The Trustee as agent for each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1), and together with the Holders of the Class A-R Certificates agree to take such other action in connection therewith as may be reasonably requested by the Terminator.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Terminating Entity exercises an Optional Termination pursuant to Section 11.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC holding the Mortgage Loans shall be liquidated in accordance with the following additional requirements, unless the Trustee and each REO Property 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, 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) within 90 days prior to the final payment on or other Distribution Date set forth in the notice given by the Trust Administrator under Section 11.03, the Holder the Class AR-L Certificates shall adopt a plan of complete liquidation of the last Mortgage Loan related Subsidiary REMIC; and (ii) at or REO Property remaining after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC 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; 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 I 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 9.0111.04, if no other Subsidiary REMIC shall remain outstanding following such termination, the Trust Fund Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on a “prohibited transactions,transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (Bii) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify concurrently with the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F adoption of the Code and any regulations thereunderplan of complete liquidation of the Subsidiary REMIC, as evidenced by an Opinion set forth in paragraph (a) of Counsel obtained at this Section, the expense Holder of the Terminator;Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) During at or after the time of adoption of any such 90-day plan of complete liquidation period andfor the Master REMIC and each Middle REMIC, and at or prior to the time of making final Distribution Date of the final payment on the CertificatesSubsidiary REMIC, the Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC to the Terminator Depositor for cash; and (iii) At provided, however, that in the event that a calendar quarter ends after the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor shall prepare or cause to be prepared the documentation required in connection with the adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of each Trust the assets of the Master REMIC pursuant or either Middle REMIC prior to this Section 9.02the close of that calendar quarter. (c) By their its acceptance of Certificatesa Residual Certificate, the Holders Holder thereof hereby agree agrees to authorize adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably required to liquidate and otherwise terminate the Trust Administrator to specify the 90-day liquidation period for each Trust Master REMIC, which authorization shall be binding upon all successor Certificateholderseach Middle REMIC and each Subsidiary REMIC.

Additional Termination Requirements. (a) In If the event that Depositor, Xxxxxx Brothers, any Controlling Class Certificateholder, the Terminator Special Servicer or the Master Servicer purchases all of the Trust Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting such purchase obtains at its own expense and delivers to the Trustee and the Servicer have received Tax Administrator, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at Trustee and the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Tax Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the an Adverse REMIC Event or an Adverse Grantor Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstandingEvent: (i) The Trust the Tax Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each REMIC Pool pursuant to Treasury regulation Section regulations section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense Person effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Properties remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I and each Loan REMIC, if any, to the Terminator appropriate Person for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Sections 4.01 and 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each REMIC Pool shall terminate at that time. In addition, the foregoing requirements of this Section 9.02 shall apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust Mortgage Loan and liquidation of any related Loan REMIC if the defeasance proceeds are less than the Purchase Price of such Early Defeasance Trust Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral that does not constitute a cash amount equal to or greater than the Purchase Price of the Early Defeasance Trust Mortgage Loan, under the circumstances described in Sections 2.03(j) and 2.03(k). (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Tax Administrator to specify the 90-day liquidation period for each Trust REMICREMIC Pool, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In If the event that Depositor, Xxxxxx Brothers, any Controlling Class Certificateholder, the Terminator Special Servicer or the Master Servicer purchases all of the Trust Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting such purchase obtains at its own expense and delivers to the Trustee and the Servicer have received Tax Administrator, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at Trustee and the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Tax Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the an Adverse REMIC Event or an Adverse Grantor Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstandingEvent: (i) The Trust the Tax Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each REMIC Pool pursuant to Treasury regulation Section regulations section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator Master Servicer, Xxxxxx Brothers, the purchasing Controlling Class Certificateholder, the Special Servicer or the Depositor, as applicable, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each REMIC Pool shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Tax Administrator to specify the 90-day liquidation period for each Trust REMICREMIC Pool, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Master Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the Trust as described defined in Section 860F of the Code, Code or (Bii) cause REMIC I the Trust Fund constituting part of the Trust Fund to fail to qualify as a REMIC two REMICs at any time that any Certificate is Certificates are outstanding: (i) The Within 90 days prior to the final Distribution Date, the Trustee shall adopt and sign a plan of complete liquidation of the Trust Administrator shall specify Fund meeting the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall 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 Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Master Servicer for cashcash pursuant to the terms of the plan of complete liquidation; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders of each of the Residual Class A Certificates and Class B Certificates, an amount equal to the sum of the related Certificate Principal Balance and one month's interest thereon at the applicable Pass-Through Rate, and (B) to the Class R Certificateholders, all cash on hand in after such payment to the Trust Fund Class A Certificateholders and Class B Certificateholders (other than cash retained to meet claims), ) and the Trust Fund shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders Holder thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersterms hereof.

Additional Termination Requirements. (a) In If the event that Depositor, Xxxxxx Brothers, any Controlling Class Certificateholder, the Terminator Special Servicer or the Master Servicer purchases all of the Trust Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting such purchase obtains at its own expense and delivers to the Trustee and the Servicer have received Tax Administrator, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at Trustee and the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Tax Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the an Adverse REMIC Event or an Adverse Grantor Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstandingEvent: (i) The Trust the Tax Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each REMIC Pool pursuant to Treasury regulation Section regulations section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator Master Servicer, Xxxxxx Brothers, the purchasing Controlling Class Certificateholder, the Special Servicer or the Depositor, as applicable, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each REMIC Pool shall terminate at that time. In addition, foregoing requirements of this Section 9.02 shall apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust Mortgage Loan and liquidation of any related Loan REMIC if the defeasance proceeds are less than the Purchase Price of such Early Defeasance Trust Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral that does not constitute a cash amount equal to or greater than the Purchase Price of the Early Defeasance Trust Mortgage Loan, under the circumstances described in Sections 2.03(j) and 2.03(k). (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Tax Administrator to specify the 90-day liquidation period for each Trust REMICREMIC Pool, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Master Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” of the Trust as described defined in Section 860F of the Code, Code or (Bii) cause REMIC I the Trust Fund constituting part of the Trust Fund to fail to qualify as a REMIC two REMICs at any time that any Certificate is Certificates are outstanding: (i) The Within 90 days prior to the final Distribution Date, the Trustee shall adopt and sign a plan of complete liquidation of the Trust Administrator shall specify Fund meeting the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall 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 Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Master Servicer for cashcash pursuant to the terms of the plan of complete liquidation; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders of each of the Residual Class A Certificates and Class B Certificates, an amount equal to the sum of the related Certificate Principal Balance and one month’s interest thereon at the applicable Pass-Through Rate, and (B) to the Class R Certificateholders, all cash on hand in after such payment to the Trust Fund Class A Certificateholders and Class B Certificateholders (other than cash retained to meet claims), ) and the Trust Fund shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders Holder thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersterms hereof.

Additional Termination Requirements. (a) In the event that of (i) the Terminator purchases all exercise by the Mortgage Loans and each REO Property Class X Certificateholder of the Cleanup Call pursuant to the terms of this Agreement, or (ii) the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in the related REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator Class X Certificateholder (or in connection with a termination resulting from the final payment on or other liquidation case of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense exercise of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer Cleanup Call) or the Trust Administrator)Depositor, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 10.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” as described in Section 860F " of the Codea REMIC, or (Bii) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator Class X Certificateholder (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) shall establish a 90-day liquidation period and notify the Trustee thereof, and the Trustee shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to the tax return for each Trust REMIC’s final Tax Return of REMIC I and REMIC II pursuant to Treasury regulation Regulation Section 1.860F-1 and 1.860F-1. The Class X Certificateholder or the Depositor, as applicable, shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorClass X Certificateholder or the Depositor, as applicable; (ii2) 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 Class X Certificateholder (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) shall sell all of the assets of REMIC I to the Terminator for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Class X Certificateholder (in the case of the exercise of the Cleanup Call) or the Depositor (in all other cases) to specify the 90-day liquidation period for each Trust REMICREMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Class X Certificateholder or the Depositor, as applicable, and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Class X Certificateholder or the Depositor, as applicable.

Additional Termination Requirements. (a) In the event the Terminating Entity exercises an Optional Termination pursuant to Section 11.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC holding the related Mortgage Loans shall be liquidated 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 Terminator purchases all failure to comply with the Mortgage Loans and each REO Property requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC, 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) within 90 days prior to the final payment on or other Distribution Date set forth in the notice given by the Trust Administrator under Section 11.02, the Holder of the Class AR-L Certificates shall adopt a plan of complete liquidation of the last Mortgage Loan related Subsidiary REMIC; and (ii) at or REO Property remaining after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC 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; 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 I 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 9.01if no other Subsidiary REMIC shall remain outstanding following such termination, the Trust Fund Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on a “prohibited transactions,transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (Bii) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify concurrently with the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F adoption of the Code and any regulations thereunderplan of complete liquidation of the Subsidiary REMIC, as evidenced by an Opinion set forth in paragraph (a) of Counsel obtained at this Section, the expense Holder of the Terminator;Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) During at or after the time of adoption of any such 90-day plan of complete liquidation period andfor the Master REMIC and each Middle REMIC, and at or prior to the time of making final Distribution Date of the final payment on the CertificatesSubsidiary REMIC, the Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC to the Terminator Depositor for cash; and (iii) At provided, however, that in the event that a calendar quarter ends after the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor shall prepare or cause to be prepared the documentation required in connection with the adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of each Trust the assets of the Master REMIC pursuant or either Middle REMIC prior to this Section 9.02the close of that calendar quarter. (c) By their its acceptance of Certificatesa Residual Certificate, the Holders Holder thereof hereby agree agrees to authorize adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably required to liquidate and otherwise terminate the Trust Administrator to specify the 90-day liquidation period for each Trust Master REMIC, which authorization shall be binding upon all successor Certificateholderseach Middle REMIC and each Subsidiary REMIC.

Additional Termination Requirements. (a) In Upon exercise by the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation Depositor of the last Mortgage Loan or REO Property remaining its purchase option with respect to both Groups as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trust Administrator Trustee and the Servicer Securities Administrator have received been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)EMC Servicer, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 10.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” as described in Section 860F " of the Codea REMIC, or (Bii) cause a REMIC I to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Depositor shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Securities Administrator shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each Trust REMIC’s final of REMIC I and REMIC II's Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 and 1.860F-1. The Depositor shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorDepositor; (ii2) 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 EMC Servicer, acting as agent of the Trustee, shall sell all of the assets of REMIC I to the Terminator and REMIC II for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund REMIC I and REMIC II shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Depositor to specify the 90-day liquidation period for each Trust REMICREMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders. (c) The Securities Administrator as agent for each 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 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Depositor.

Additional Termination Requirements. (a) In If the event that Plurality Subordinate Certificateholder, the Terminator Master Servicer or the Special Servicer purchases all of the Trust Mortgage Loans and each REO Property or (or, in the final payment on or other liquidation case of a Loan Combination Mortgaged Property if it has become an REO Property, the last Mortgage Loan or REO Property Trust's interest therein) remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I and REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting the purchase obtains at its own expense and delivers to the Servicer have received Trustee, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Trustee, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (B) cause either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator the Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each of REMIC I and REMIC II pursuant to Treasury regulation Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator Master Servicer, the Special Servicer or the Plurality Subordinate Certificateholder, as applicable, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each of REMIC I and REMIC II shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day liquidation period for each Trust REMICof REMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” of the Trust as described defined in Section 860F of the Code, Code or (Bii) cause any REMIC I constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator Trustee shall designate a date within 90 days prior to the final Distribution Date as the date of adoption of plans of complete liquidation of each REMIC formed hereby, and shall specify the first day such date in the 90-day liquidation period in a statement attached to final federal income tax return of each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During After the date of adoption of such 90-day plans of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited in the following order of priority (A) (i) to the Holders of each of the Residual Class A Certificates, pro rata, (ii) to the Subordinate Certificates, the related Certificate Principal Balance, as applicable, plus one month’s interest thereon at the applicable Pass-Through Rate and (iii) to pay any remaining Net WAC Cap Carryover Amounts that have not yet been paid, (B) to the Class CE-1 Certificates in respect of the Class CEM Interest, the amount of any remaining Monthly Excess Cash Flow Amounts not previously distributed thereon, (C) to the remaining REMIC Regular Interests the amounts allocable thereto pursuant to Section 4.08 and (D) to the Class R Certificateholders, all cash on hand in respect of the Trust Fund related REMIC or REMICs after such payment (other than cash retained to meet claims), ) and the Trust Fund shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) designate such date of adoption of plans of complete liquidation and (ii) to specify take such other action in connection therewith as may be reasonably required to carry out such plans of complete liquidation all in accordance with the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersterms hereof.

Additional Termination Requirements. (a) In Upon exercise by the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation Company of the last Mortgage Loan or REO Property remaining its purchase option as provided in REMIC I pursuant to Section 9.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trust Administrator Trustee and the Servicer Securities Administrator have received been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Company, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 11.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” as described in Section 860F " of the Codea REMIC, or (Bii) cause a REMIC I to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Company shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Securities Administrator shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each Trust REMIC’s final of REMIC I and REMIC II's Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 and 1.860F-1. The Company shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorCompany; (ii2) During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Company as agent of the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Securities Administrator as agent for the Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund REMIC I shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Company to specify the 90-day liquidation period for each Trust REMICREMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders. (c) The Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Company, and the receipt of the Opinion of Counsel referred to in Section 11.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Company.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting Servicer without reimbursement from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Trust, to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 10.02 will not (A1) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” of the Trust as described defined in Section 860F of the Code, Code or (B2) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificate is Regular Certificates are outstanding: (i) The Trust Administrator Within ninety (90) days prior to the final Distribution Date, the Servicer shall specify adopt and the first day in Trustee shall sign a plan of complete liquidation for each REMIC meeting the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Trustee, as holder of REMIC II Regular Interests, the Residual unpaid principal balance thereof plus accrued interest thereon, (B) to each Class of Certificates the amounts payable pursuant to Section 5.01, (C) to the Class R-1 Certificateholders and Class R-2 Certificateholders, all cash on hand in REMIC I and REMIC II, respectively, after such payments and (D) if prior to the Trust Fund (other than cash retained Interest Rate Cap Termination Date, to meet claims)the Class BIO Certificateholder, the Interest Rate Cap Agreement and the Trust Fund shall terminate at that timerights to all payments subsequently received thereunder, together with all required documentation to effect such assignment. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the 90-day terms hereof. (c) The costs of such plan of liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholderspaid for by the Servicer without any right of reimbursement from the Trust.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting Servicer without reimbursement from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Trust, to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 10.02 will not (A1) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” of the Trust as described defined in Section 860F of the Code, Code or (B2) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificate is Regular Certificates are outstanding: (i) The Trust Administrator Within ninety (90) days prior to the final Distribution Date, the Servicer shall specify adopt and the first day in Trustee shall sign a plan of complete liquidation for each REMIC meeting the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Trustee, as holder of REMIC II Regular Interests, the unpaid principal balance thereof plus accrued interest thereon, (B) to each Class of Certificates the amounts payable pursuant to Section 5.01, (C) to the Residual Certificates Certificateholders all cash on hand in the Trust Fund related REMIC after such payments and (other than cash retained D) if prior to meet claims)the Interest Rate Cap Termination Date, to the Class BIO Certificateholder, the Interest Rate Cap Agreements and the Trust Fund shall terminate at that timerights to all payments subsequently received thereunder, together with all required documentation to effect such assignment. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation, all in accordance with the 90-day terms hereof. (c) The costs of such plan of liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholderspaid for by the Servicer without any right of reimbursement from the Trust.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting Servicer without reimbursement from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Trust, to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 10.02 will not (A1) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” of the Trust as described defined in Section 860F of the Code, Code or (B2) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificate is Regular Certificates are outstanding: (i) The Trust Administrator Within ninety (90) days prior to the final Distribution Date, the Servicer shall specify adopt and the first day in Trustee shall sign a plan of complete liquidation for each REMIC meeting the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Trustee, as holder of the REMIC V Regular Interests, the REMIC IV Regular Interests, the REMIC III Regular Interests and the REMIC II Regular Interests, the unpaid principal balance thereof plus accrued interest thereon, (B) to each Class of Certificates the amounts payable pursuant to Section 5.01, (C) to the Residual Certificates Certificateholders all cash on hand in the Trust Fund related REMIC after such payments and (other than cash retained D) if prior to meet claims)the Interest Rate Cap Termination Date, to the Class BIO Certificateholder, the Interest Rate Cap Agreements and the Trust Fund shall terminate at that timerights to all payments subsequently received thereunder, together with all required documentation to effect such assignment. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation, all in accordance with the 90-day terms hereof. (c) The costs of such plan of liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholderspaid for by the Servicer without any right of reimbursement from the Trust.

Additional Termination Requirements. (a) In If the event that Plurality Subordinate Certificateholder (or the Terminator Controlling Class Representative), the Master Servicer or the Special Servicer purchases all of the Trust Mortgage Loans and each REO Property or (or, in the final payment on or other liquidation case of a Loan Combination Mortgaged Property if it has become an REO Property, the last Mortgage Loan or REO Property Trust's interest therein) remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I and REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting the purchase obtains at its own expense and delivers to the Servicer have received Trustee, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Trustee, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (B) cause either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator the Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each of REMIC I and REMIC II pursuant to Treasury regulation Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator Master Servicer, the Special Servicer or the Plurality Subordinate Certificateholder (or the Controlling Class Representative), as applicable, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each of REMIC I and REMIC II shall terminate at that time. (b) At In the expense event the Trust Fund is to be terminated while a Swap Agreement is still in effect, the Trustee shall promptly notify the related Swap Counterparty in writing of the Terminatordate on which the Trust Fund is to be terminated and that the notional amount of such Swap Agreement shall be reduced to zero on such date. Based on the date of termination, the Depositor Trustee, prior to any final distributions to the Holders of the Class A-2FL Certificates and/or the Holders of the Class A-4FL Certificates as contemplated by Section 9.01, shall prepare or cause pay the Class A-2FL Net Fixed Swap Payment, if any to be prepared the documentation required in connection with Class A-2FL Swap Counterparty and/or the adoption of a plan of liquidation of each Trust REMIC pursuant Class A-4FL Net Fixed Swap Payment, if any, to this Section 9.02the Class A-4FL Swap Counterparty. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day liquidation period for each Trust REMICof REMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that (A) the Group I Terminator purchases all the Mortgage Group I Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Group I Loan or REO Property remaining in REMIC I pursuant to Section 9.0110.1 or (B) the Group II Terminator purchases all the Group I Loans and each REO Property or the final payment on or other liquidation of the last Group II Loan or REO Property remaining in REMIC IV pursuant to Section 10.2, the portion of the Trust Fund in respect of such Group shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Securities Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust related REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained by and 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 payment on the Group I Certificates, the Trustee Securities Administrator shall sell all of the assets of REMIC I to the Group I Terminator for cash, and during such 90-day liquidation period and, at or prior to the time of making of the final payment on the Group II Certificates, the Securities Administrator shall sell all of the assets of REMIC IV to the Group II Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class I-R Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims)) with respect to REMIC I, REMIC II and REMIC III, to the Holders of the Class II-AR Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims) with respect to REMIC IV and REMIC V and the Trust Fund shall terminate at that time. (b) At the expense of the requesting Group I Terminator or Group II Terminator, as applicable (or, if the Depositor Trust Fund is being terminated as a result of the occurrence of the event described in clause (ii) of the first paragraph of Section 10.1, at the expense of the Trust Fund), the Group I Terminator or Group II Terminator, as applicable, 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 this Section 9.0210.3. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Securities Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In If the event that Depositor, any Controlling Class Certificateholder, the Terminator Special Servicer or the Master Servicer purchases all of the Mortgage Loans and each REO Property (or the final payment on or other liquidation of the last Mortgage Loan or beneficial interest in an "REO Property Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC I pursuant to as provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting such purchase obtains at its own expense and delivers to the Trustee and the Servicer have received Tax Administrator, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at Trustee and the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Tax Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the an Adverse REMIC Event or an Adverse Grantor Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstandingEvent: (i) The Trust the Tax Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each REMIC Pool pursuant to Treasury regulation Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorMortgage Loans and REO Property (or beneficial interest in an "REO Property" under an applicable Lead PSA) remaining in the Lower-Tier REMIC; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the Lower-Tier REMIC I to the Terminator Master Servicer, the purchasing Controlling Class Certificateholder, the Special Servicer or the Depositor, as applicable, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each REMIC Pool shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Tax Administrator to specify the 90-day liquidation period for each Trust REMICREMIC Pool, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Master Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Master Servicer, at its own expense, obtains for the Trustee and the Servicer have received Certificate Insurer an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I Trust Fund, the REMIC II Trust Fund and REMIC III Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund as described in Section 860F of the Code, or (Bii) cause the REMIC I Trust Fund, the REMIC II Trust Fund or the REMIC III Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation period in a statement attached to each on behalf of the REMIC I Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 Fund, the REMIC II Trust Fund and shall satisfy all the REMIC III Trust Fund meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator;Master Servicer, on behalf of the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund; and (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time final Distribution Date, the Master Servicer as agent of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund to the Terminator Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that timeamount specified in Section 9.01. (b) At the expense By its acceptance of the Terminatorany Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby agrees to be prepared authorize the documentation required in connection with Tax Matters Person and the adoption of Trustee to adopt such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Tax Matters Person and the Trustee and to this Section 9.02take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Trustee and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust AdministratorTrustee), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s 's final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In If the event that Majority Subordinate Certificateholder, the Terminator Master Servicer or the Special Servicer purchases all of the Trust Mortgage Loans and each REO Property or (or, in the final payment on or other liquidation case of the last Mortgage Loan or Great Mall Mortgaged Property if it has become an REO Property Property, the Trust's interest therein) remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I and REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting the purchase obtains at its own expense and delivers to the Servicer have received Trustee, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Trustee, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (B) cause either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator the Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each of REMIC I and REMIC II pursuant to Treasury regulation Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder, as applicable, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each of REMIC I and REMIC II shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day liquidation period for each Trust REMICof REMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Seller exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the Trust as described defined in Section 860F of the Code, Code or (Bii) cause any REMIC I constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator Trustee shall designate a date within 90 days prior to the final Distribution Date as the date of adoption of plans of complete liquidation of each of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 and shall specify the first day such date in the 90-day liquidation period in a statement attached to final federal income tax return of each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During After the date of adoption of such 90-day plans of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Seller for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited in the following order of priority (A) to the Holders of each of the Residual Class A-1A, Class A-1F, Class A-2F, Class M-1, Class M-2 and Class B 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 4.10 and (D) to the Class R Certificateholders, all cash on hand in the Trust Fund after such payment (other than cash retained to meet claims), ) and the Trust Fund shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) designate such date of adoption of plans of complete liquidation and (ii) to specify take such other action in connection therewith as may be reasonably required to carry out such plans of complete liquidation all in accordance with the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersterms hereof.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Optional Termination Holder exercises its purchase option with respect to the Mortgage Loans and each REO Property as provided in Section 9.01 or the final payment on or other liquidation of Auction Purchaser purchases the last Mortgage Loan or REO Property remaining in REMIC I Loans pursuant to Section 9.01, at such time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Depositor, to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " on any REMIC as described defined in Section 860F of the Code, or (Bii) cause REMIC I 1, REMIC 2 and REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation notice given by the Trustee under Section 860F 9.02, the Depositor shall prepare and the Trustee, at the expense of the Depositor, shall adopt a plan of complete liquidation within the meaning of Section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the TerminatorTrustee, the Tax Matters Person or the Trust Fund), meets the requirements of a qualified liquidation; (ii2) During such 90-day liquidation period and, at or prior to Within 90 days after the time of making adoption of the final payment on the Certificatessuch a plan of complete liquidation, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator Depositor for cashcash in accordance with Section 9.01; and (iii) At and On the time of the making of the date specified for final payment on of the Certificates, the Trust Administrator shall Trustee shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation payable to the Servicer pursuant to this Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 4.02 and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund after such final payment (other than the cash retained to meet claims), and the Trust Fund (and any REMIC) shall terminate at that time. (b) At the expense of the TerminatorThe Trustee as agent for REMIC 1, the Depositor shall prepare or cause REMIC 2 and REMIC 3 hereby agrees to be prepared the documentation required in connection with the adoption of adopt and sign such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Depositor, and the receipt of the Opinion of Counsel referred to this in Section 9.029.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Depositor. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Depositor to specify prepare and the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor CertificateholdersTrustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01exercises its purchase option, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Terminator, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” as described in Section 860F " of the Codea REMIC, or (Bii) cause any REMIC I created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator Master Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, which shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each the Trust REMIC’s Fund's final Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 1.860F-1. The Master Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator; (ii2) During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R Certificateholders all cash on hand in the Trust Fund (other than cash retained to meet claims)) related to such Class of Certificates, and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Master Servicer to specify the 90-day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Certificateholders. The Trustee shall attach a 176 statement to the final federal income tax return for each of any REMIC created hereunder stating that pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day liquidation period for each the REMIC was the date on which the Trustee sold the assets of the Trust Fund to the Terminator. (c) The Trustee as agent for each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1), and together with the Holders of the Class A-R Certificates agree to take such other action in connection therewith as may be reasonably requested by the Terminator.

Additional Termination Requirements. (a) In the event the Terminating Entity exercises an Optional Termination pursuant to Section 11.01(A), the REMIC holding the related Mortgage Loans shall be liquidated 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 Terminator purchases all failure to comply with the Mortgage Loans and each REO Property requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC, 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) within 90 days prior to the final payment on or other Distribution Date set forth in the notice given by the Terminating Entity under Section 11.02, the Holder of the Class AR-L Certificates shall adopt a plan of complete liquidation of the last Mortgage Loan related Subsidiary REMIC; and (ii) at or REO Property remaining after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC 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; 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 I prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity pursuant to paragraph (a) of this Section 9.01if no other Subsidiary REMIC shall remain outstanding following such termination, the Trust Fund Middle REMIC and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on a “prohibited transactions,transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (Bii) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify concurrently with the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F adoption of the Code and any regulations thereunderplan of complete liquidation of the Subsidiary REMIC, as evidenced by an Opinion set forth in paragraph (a) of Counsel obtained at this Section, the expense Holder of the Terminator;Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and the Middle REMIC; and (ii) During at or after the time of adoption of any such 90-day plan of complete liquidation period andfor the Master REMIC and the Middle REMIC, and at or prior to the time of making final Distribution Date of the final payment on the CertificatesSubsidiary REMIC, the Trustee shall sell all of the assets of the Master REMIC I and the Middle REMIC to the Terminator Depositor for cash; and (iii) At provided, however, that in the event that a calendar quarter ends after the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor shall prepare or cause to be prepared the documentation required in connection with the adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of each Trust the assets of the Master REMIC pursuant or either Middle REMIC prior to this Section 9.02the close of that calendar quarter. (c) By their its acceptance of Certificatesa Residual Certificate, the Holders Holder thereof hereby agree agrees to authorize adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably required to liquidate and otherwise terminate the Trust Administrator to specify the 90-day liquidation period for each Trust Master REMIC, which authorization shall be binding upon all successor Certificateholdersthe Middle REMIC and each Subsidiary REMIC.

Additional Termination Requirements. (a) In the event that (A) the Group I Terminator purchases all the Mortgage Group I Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Group I Loan or REO Property remaining in REMIC I pursuant to Section 9.0110.1 or (B) the Group II Terminator purchases all the Group I Loans and each REO Property or the final payment on or other liquidation of the last Group II Loan or REO Property remaining in REMIC V pursuant to Section 10.1, the portion of the Trust Fund in respect of such Group shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Securities Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust related REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained by and 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 payment on the Group I Certificates, the Trustee Securities Administrator shall sell all of the assets of REMIC I to the Group I Terminator for cash, and during such 90-day liquidation period and, at or prior to the time of making of the final payment on the Group II Certificates, the Securities Administrator shall sell all of the assets of REMIC V to the Group II Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class I-R Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims)) with respect to REMIC I, REMIC II, REMIC III and REMIC IV, to the Holders of the Class II-AR Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims) with respect to REMIC V and REMIC VI and the Trust Fund shall terminate at that time. (b) At the expense of the requesting Group I Terminator or Group II Terminator, as applicable (or, if the Depositor Trust Fund is being terminated as a result of the occurrence of the event described in clause (ii) of the first paragraph of Section 10.1, at the expense of the Trust Fund), the Group I Terminator or Group II Terminator, as applicable, 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 this Section 9.0210.3. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Securities Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In If the event that Plurality Subordinate Certificateholder, either Master Servicer or the Terminator Special Servicer purchases all of the Trust Mortgage Loans and each REO Property or (or, in the final payment on or other liquidation case of a Loan Combination Mortgaged Property if it has become an REO Property, the last Mortgage Loan or REO Property Trust's interest therein) remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I and REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting the purchase obtains at its own expense and delivers to the Servicer have received Trustee, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Trustee, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (B) cause either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator the Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each of REMIC I and REMIC II pursuant to Treasury regulation Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator applicable Master Servicer, the Special Servicer or the Plurality Subordinate Certificateholder, as the case may be, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each of REMIC I and REMIC II shall terminate at that time. (b) At In the expense event the Trust Fund is to be terminated while a Swap Agreement is still in effect, the Trustee shall promptly notify the related Swap Counterparty in writing of the Terminatordate on which the Trust Fund is to be terminated and that the notional amount of such Swap Agreement shall be reduced to zero on such date. Based on the date of termination, the Depositor Trustee, prior to any final distributions to the Holders of the Class A-2FL Certificates and/or the Holders of the Class AJ-FL Certificates as contemplated by Section 9.01, shall prepare or cause pay the Class A-2FL Net Fixed Swap Payment, if any, to be prepared the documentation required in connection with Class A-2FL Swap Counterparty and/or the adoption of a plan of liquidation of each Trust REMIC pursuant Class AJ-FL Net Fixed Swap Payment, if any, to this Section 9.02the Class AJ-FL Swap Counterparty. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day liquidation period for each Trust REMICof REMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Depositor requests the Master Servicer to exercise its option to solicit bids in a commercially reasonable manner for the purchase of the Mortgage Loans and each REO Property Loans, or the final payment on or other liquidation of Master Servicer excercises the last Mortgage Loan or REO Property remaining Back-Up Optional Call, as provided in REMIC I pursuant to Section 9.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Trustee and the Servicer Securities Administrator have received been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Master Servicer, to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 11.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " on any Trust REMIC as described defined in Section 860F of the Code, or (Bii) cause any Trust REMIC I to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (ia) The Trust Securities Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements on behalf of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator for cashentity with the highest bid received pursuant to the Auction Call and, by the next Distribution Date after such sale, shall distribute to the Certificateholders the proceeds of such sale in complete liquidation of each of the Trust REMICs; 109 (b) The Securities Administrator on behalf of the Trustee shall sell all of the assets of the Trust Fund to the Master Servicer and, by the next Distribution Date after such sale, shall distribute to the Certificateholders the proceeds of such sale in complete liquidation of each of the Trust REMICs; and (iiic) At The Securities Administrator shall attach a statement to the time final federal income tax return for each of the making Trust REMICs stating that pursuant to Treasury Regulations Section 1.860F-1, the first day of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund ninety (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b90) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each such Trust REMIC, REMIC was the date on which authorization shall be binding upon all successor Certificateholdersthe Securities Administrator on behalf of the Trustee sold the assets of the Trust Fund to the to the entity with the highest bid received pursuant to the Auction Call.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Master Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the REMIC I Trust Fund and the REMIC II Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and Master Servicer, at its own expense, obtains for the Servicer have received Trustee an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I Trust Fund and the REMIC II Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the REMIC I Trust Fund and the REMIC II Trust Fund as described in Section 860F of the Code, or (Bii) cause the REMIC I Trust Fund or the REMIC II Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation period in a statement attached to each on behalf of the REMIC I Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 Fund and shall satisfy all the REMIC II Trust Fund meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator;Master Servicer, on behalf of the REMIC I Trust Fund and the REMIC II Trust Fund; and (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time final Distribution Date, the Master Servicer on behalf of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the REMIC I Trust Fund and the REMIC II Trust Fund to the Terminator Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that timeamount specified in Section 9.01. (b) At the expense By its acceptance of the Terminatorany Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby agrees to be prepared authorize the documentation required in connection with Tax Matters Person and the adoption of Trustee to adopt such a plan of complete liquidation of each Trust REMIC pursuant and to this Section 9.02take such other action in connection therewith as may be reasonably necessary. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Terminating Entity exercises an Optional Termination pursuant to Section 11.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC holding the Mortgage Loans shall be liquidated in accordance with the following additional requirements, unless the Trustee and each REO Property 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, 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) within 90 days prior to the final payment on or other Distribution Date set forth in the notice given by the Trust Administrator under Section 11.03, the Holder of the Class AR-L Certificates shall adopt a plan of complete liquidation of the last Mortgage Loan related Subsidiary REMIC; and (ii) at or REO Property remaining after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC 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; 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 I 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 9.01if no other Subsidiary REMIC shall remain outstanding following such termination, the Trust Fund Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on a “prohibited transactions,transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (Bii) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify concurrently with the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F adoption of the Code and any regulations thereunderplan of complete liquidation of the Subsidiary REMIC, as evidenced by an Opinion set forth in paragraph (a) of Counsel obtained at this Section, the expense Holder of the Terminator;Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) During at or after the time of adoption of any such 90-day plan of complete liquidation period andfor the Master REMIC and each Middle REMIC, and at or prior to the time of making final Distribution Date of the final payment on the CertificatesSubsidiary REMIC, the Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC to the Terminator Depositor for cash; and (iii) At provided, however, that in the event that a calendar quarter ends after the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor shall prepare or cause to be prepared the documentation required in connection with the adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of each Trust the assets of the Master REMIC pursuant or either Middle REMIC prior to this Section 9.02the close of that calendar quarter. (c) By their its acceptance of Certificatesa Residual Certificate, the Holders Holder thereof hereby agree agrees to authorize adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably required to liquidate and otherwise terminate the Trust Administrator to specify the 90-day liquidation period for each Trust Master REMIC, which authorization shall be binding upon all successor Certificateholderseach Middle REMIC and each Subsidiary REMIC.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Servicer exercises its option to call the Class A-2 Notes or terminate the Trust as provided in Section 10.01 of the Indenture, the sub-trust of the Trust consisting of the Pool II Mortgage Loans and each REO Property or the final payment on or other liquidation of Trust as a whole, as the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01case may be, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Indenture Trustee has been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I Trust to comply with such additional the requirements of this Section 9.02 8.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the REMIC Trust as described defined in Section 860F of the Code, Code or (Bii) cause the REMIC I Trust to fail to qualify as a REMIC at any time that any Certificate is Class A-2 Notes are outstanding: (i) The within ninety (90) days prior to the final Distribution Date, the Servicer shall adopt, and the Indenture Trustee shall sign, a plan of complete liquidation of the REMIC Trust Administrator shall specify meeting the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During at or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Indenture Trustee shall sell all of the assets of the REMIC I Trust to the Terminator Servicer for cash; and (iii) At at the time of the making of the final payment on all of the CertificatesNotes, the Trust Administrator Indenture Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders of Noteholders the Residual Certificates related Note Principal Balance, plus one month's interest thereon at the related Note Rate, (B) to the Note Insurer any amounts due the Note Insurer under this Agreement and unpaid, including unreimbursed Insured Payments and I&I Payments and (C) to the related Trust Certificateholders, all cash on hand in after such payment to the Trust Fund Noteholders (other than cash retained to meet claims), and the REMIC Trust Fund shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificatesthe Notes, the Holders thereof hereby agree to authorize appoint the Trust Administrator Servicer as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Noteholders hereby appoint the Indenture Trustee as their attorney in fact to specify sign such plan) as appropriate or upon the 90-day written request of the Note Insurer and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersin accordance with the terms hereof.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property Trustee or the final payment on NIMs Insurer exercises its option to effect an Optional Termination or other liquidation of the last Mortgage Loan or REO Property remaining Servicer conducts a Clean Up Call as provided in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be Trustee, at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)NIMs Insurer, as applicable, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of any of the REMICs provided for herein as described defined in Section section 860F of the Code, or (Bii) cause REMIC I any of the REMICs provided for herein to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator Depositor shall establish a 90-day liquidation period and notify the Trustee thereof, which shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to the final tax returns of each Trust REMIC’s final Tax Return of the REMICs provided for herein pursuant to Treasury regulation Regulation Section 1.860F-1 and 1.860F-1. The Depositor shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorTrust Fund or the NIMs Insurer, as applicable; (ii) During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Depositor as agent of the Trustee shall sell all of the assets of REMIC I to the Terminator Trust Fund for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class R Certificateholders all cash on hand in the Trust Fund (other than cash retained to meet claimsoutstanding claims known to the Trustee), and the Trust Fund shall terminate at that time, whereupon the Trustee shall have no further duties or obligations with respect to sums distributed or credited to the Class R Certificateholders. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Depositor to specify the 90-day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign a plan of complete liquidation prepared and delivered to it by the Depositor upon the written request of the Depositor, and the receipt of Opinion of Counsel referred to in Section 9.03(a)(i) and to take such other action in connection therewith as may be reasonably requested by the Depositor.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Terminating Entity exercises an Optional Termination pursuant to Section 11.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC holding the Mortgage Loans shall be liquidated in accordance with the following additional requirements, unless the Trustee and each REO Property 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, 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) within 90 days prior to the final payment on or other Distribution Date set forth in the notice given by the Trust Administrator under Section 11.03, the Holder of the Class AR-L Certificates shall adopt a plan of complete liquidation of the last Mortgage Loan Subsidiary REMIC; and (ii) at or REO Property remaining after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC 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; 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 I 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 Section 9.01paragraph (a) of this Section, the Trust Fund Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on a “prohibited transactions,transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (Bii) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify concurrently with the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F adoption of the Code and any regulations thereunderplan of complete liquidation of the Subsidiary REMIC, as evidenced by an Opinion set forth in paragraph (a) of Counsel obtained at this Section, the expense Holder of the Terminator;Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) During at or after the time of adoption of any such 90-day plan of complete liquidation period andfor the Master REMIC and each Middle REMIC, and at or prior to the time of making final Distribution Date of the final payment on the CertificatesSubsidiary REMIC, the Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC to the Terminator Depositor for cash; and (iii) At provided, however, that in the event that a calendar quarter ends after the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor shall prepare or cause to be prepared the documentation required in connection with the adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of each Trust the assets of the Master REMIC pursuant or either Middle REMIC prior to this Section 9.02the close of that calendar quarter. (c) By their its acceptance of Certificatesa Residual Certificate, the Holders Holder thereof hereby agree agrees to authorize adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably required to liquidate and otherwise terminate the Trust Administrator to specify the 90-day liquidation period for each Trust Master REMIC, which authorization shall be binding upon all successor Certificateholderseach Middle REMIC and the Subsidiary REMIC.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” of the Trust as described defined in Section 860F of the Code, Code or (Bii) cause any REMIC I constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator Trustee shall designate a date within 90 days prior to the final Distribution Date as the date of adoption of plans of complete liquidation of each REMIC formed hereby, and shall specify the first day such date in the 90-day liquidation period in a statement attached to final federal income tax return of each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During After the date of adoption of such 90-day plans of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited in the following order of priority (A) (i) to the Holders of each of the Residual Class AF Certificates, pro rata, (ii) to the Subordinate Certificates, the related Certificate Principal Balance, as applicable, plus one month’s interest thereon at the applicable Pass-Through Rate and (iii) to pay any remaining Net WAC Cap Carryover Amounts that have not yet been paid, (B) to the Class CE-1 Certificates in respect of the Class CEM Interest, the amount of any remaining Monthly Excess Cash Flow Amounts not previously distributed thereon, (C) to the remaining REMIC Regular Interests the amounts allocable thereto pursuant to Section 4.08 and (D) to the Class R Certificateholders, all cash on hand in respect of the Trust Fund related REMIC or REMICs after such payment (other than cash retained to meet claims), ) and the Trust Fund shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) designate such date of adoption of plans of complete liquidation and (ii) to specify take such other action in connection therewith as may be reasonably required to carry out such plans of complete liquidation all in accordance with the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersterms hereof.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Master Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Master Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i1) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii2) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In If the event that Plurality Subordinate Certificateholder, either Master Servicer or the Terminator Special Servicer purchases all of the Trust Mortgage Loans and each REO Property or (or, in the final payment on or other liquidation case of a Loan Combination Mortgaged Property if it has become an REO Property, the last Mortgage Loan or REO Property Trust's interest therein) remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I and REMIC II) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting the purchase obtains at its own expense and delivers to the Servicer have received Trustee, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Trustee, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of REMIC I or REMIC II as described defined in Section 860F of the Code, Code or (B) cause either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator the Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each of REMIC I and REMIC II pursuant to Treasury regulation Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator applicable Master Servicer, the Special Servicer or the Plurality Subordinate Certificateholder, as the case may be, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each of REMIC I and REMIC II shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day liquidation period for each Trust REMICof REMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In Upon exercise by the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation Majority Class C Certificateholder of the last Mortgage Loan or REO Property remaining its purchase option as provided in REMIC I pursuant to Section 9.0111.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless each of the Trust Administrator Trustee and the Servicer Securities Administrator have received been supplied with an Opinion of CounselCounsel addressed to the Trustee, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Majority Class C Certificateholder, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 11.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Codea REMIC, or (Bii) cause a REMIC I to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Majority Class C Certificateholder shall establish a 90-day liquidation period and notify the Trustee and Securities Administrator thereof, and the Securities Administrator shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to the tax return for each Trust REMIC’s final Tax Return of REMIC I, REMIC II and REMIC III as pursuant to Treasury regulation Regulation Section 1.860F-1 and 1.860F-1. The Majority Class C Certificateholder shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Trustee obtained at the expense of the TerminatorMajority Class C Certificateholder; (ii2) During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Trustee Securities Administrator, as agent of the Trustee, shall sell all of the assets of REMIC I to the Terminator for cash; and; (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator Securities Administrator, as agent for the Trustee, shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund REMIC I shall terminate at that time.; (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c4) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the adoption of a 90-day liquidation period for each Trust REMICREMIC I, REMIC II and REMIC III, which authorization shall be binding upon all successor Certificateholders; and (5) The Securities Administrator, as agent for each REMIC, hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Majority Class C Certificateholder and the receipt of the Opinion of Counsel referred to in Section 11.03(a)(1), and to take such other action in connection therewith as may be reasonably requested by the Majority Class C Certificateholder.

Additional Termination Requirements. (a) In If the event that Depositor, Lehman Brothers, any Controlling Class Certificateholder, the Terminator Specxxx Xxrvicer or the Master Servicer purchases all of the Trust Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting such purchase obtains at its own expense and delivers to the Trustee and the Servicer have received Tax Administrator, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at Trustee and the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Tax Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the an Adverse REMIC Event or an Adverse Grantor Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstandingEvent: (i) The Trust the Tax Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each REMIC Pool pursuant to Treasury regulation Section regulations section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator Master Servicer, Lehman Brothers, the purchasing Controlling Class Certificatehoxxxx, the Special Servicer or the Depositor, as applicable, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each REMIC Pool shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Tax Administrator to specify the 90-day liquidation period for each Trust REMICREMIC Pool, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property Holder of a 50.01% Percentage Interest or the final payment on or other liquidation greater of the last Mortgage Loan Class R Certificates, Master Servicer or REO Property remaining Certificate Insurer (any of which, an "Exercising Party") exercises its purchase option with respect to the Trust Fund as provided in REMIC I pursuant to Section 9.018.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been furnished with an Opinion of Counsel, Counsel (which Opinion of Counsel shall not be at the an expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer Trustee or the Trust Administrator), Fund) to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 8.02 will not (Ai) result in the imposition of taxes on "prohibited transactions" of the Trust Fund of taxes on “prohibited transactions,” as described defined in Section 860F of the Code, Code or (Bii) cause REMIC I the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Class A Certificates or Class S Certificates are outstanding: (i) The Trustee shall establish a 90-day liquidation period for the Trust Administrator shall Fund and specify the first day in the 90-day liquidation of such period in a statement attached to each the Trust REMIC’s Fund's final Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 and 1.860F-1. The Trustee shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorExercising Party; (ii) 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 all of the assets of REMIC I to the Terminator Trust Fund for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class R Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund REMIC shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Class R Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Trustee to specify the 90-day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Servicers have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer Servicers or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Master Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Master Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i1) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s 's final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii2) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I Servicers exercise their purchase option pursuant to Section 9.017.01, the Trust Fund Lower Tier REMIC and the Upper Tier REMIC shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have Trustee has received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the Lower Tier REMIC I and the Upper Tier REMIC to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “a "prohibited transactions,” transaction" of the Lower Tier REMIC or the Upper Tier REMIC, as described in Section 860F of the Code, Code or (Bii) cause the Lower Tier REMIC I or the REMIC Trust to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (iA) The Trust Administrator within 90 days prior to the final Distribution Date set forth in the notice given by the Servicer under Section 7.01, the Holder of the Class R Certificates shall adopt a plan of complete liquidation of the Lower Tier REMIC and the Upper Tier REMIC and specify the first day in of the applicable 90-day liquidation period in a statement attached to each Trust REMIC’s the Trust's final Tax Return tax return pursuant to Treasury regulation Section 1.860F-1 regulations ss. 1.860F-1, and shall satisfy (or cause to be satisfied) all of the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator;REMIC Provisions; and (iiB) During at or after the time of adoption of any such 90-day plan of complete liquidation period and, for the Lower Tier REMIC and the Upper Tier REMIC at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense By its acceptance of the Terminatora Class R Certificate, the Depositor shall prepare or cause Holder thereof hereby agrees to be prepared the documentation required in connection with the adoption of adopt such a plan of complete liquidation of each Trust and to take such other action in connection therewith as may be reasonably required to liquidate and otherwise terminate the Lower Tier REMIC pursuant to this Section 9.02and the Upper Tier REMIC. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that (A) the Group I Terminator purchases all the Mortgage Group I Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Group I Loan or REO Property remaining in REMIC I pursuant to Section 9.0110.1 or (B) the Group II Terminator purchases all the Group I Loans and each REO Property or the final payment on or other liquidation of the last Group II Loan or REO Property remaining in REMIC VI pursuant to Section 10.1, the portion of the Trust Fund in respect of such Group shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Securities Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust related REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained by and at the expense of the applicable Terminator; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Group I Certificates, the Trustee Securities Administrator shall sell all of the assets of REMIC I to the Group I Terminator for cash, and during such 90-day liquidation period and, at or prior to the time of making of the final payment on the Group II Certificates, the Securities Administrator shall sell all of the assets of REMIC VI to the Group II Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class I-R Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims)) with respect to REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, to the Holders of the Class II-R Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims) with respect to REMIC VI, REMIC VII, REMIC VIII, REMIC IX, REMIC X and REMIC XI and the Trust Fund shall terminate at that time. (b) At the expense of the requesting Group I Terminator or Group II Terminator, as applicable (or, if the Depositor Trust Fund is being terminated as a result of the occurrence of the event described in clause (ii) of the first paragraph of Section 10.1, at the expense of the Trust Fund), the Group I Terminator or Group II Terminator, as applicable, 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 this Section 9.0210.3. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Securities Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Trust Fund is to be terminated in connection with the Mortgage Loans and each REO Property sale of the Pooled Securities pursuant to the Elective Purchase Agreement, a Mandatory Liquidation Event in accordance with Section 7.4, an Early Liquidation Event in accordance with Section 7.5 or the final payment on or other liquidation sale of the last Mortgage Loan or REO Property remaining in REMIC I Pooled Securities pursuant to Section 9.01the Conditional Asset Purchase Agreement, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Trustee and the Servicer Certificate Administrator have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 7.3 will not (Ax) result in the imposition of taxes on "prohibited transactions" of the REMIC constituted by the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F 860F(a)(2) of the Code, or (By) cause the REMIC I constituted by the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator Within 90 days prior to the Final Scheduled Distribution Date, the Tax Matters Person shall specify prepare the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 documents associated with and shall satisfy all requirements adopt a plan of a qualified complete liquidation under Section 860F of the Code and any regulations thereunder, REMIC constituted by the Trust Fund; provided that the Trustee as evidenced by an Opinion of Counsel obtained at agent for the expense of the Terminator;Tax Matters Person shall not prepare such plan; and (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesFinal Scheduled Distribution Date, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator "Purchaser" under the Elective Purchase Agreement, the Holder of the Class R Certificate or other purchaser determined by the Trustee in accordance with the procedures set forth in Sections 7.4 or 7.5 for cashcash in accordance with such plan of liquidation; andprovided, 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 Scheduled Distribution Date, the Trustee shall not sell any of the assets of the Trust Fund prior to the close of that calendar quarter. (iii) At On or before the time of the making of the final payment on the CertificatesFinal Scheduled Distribution Date, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or crediteddistribute, to the Holders Certificateholders and the Holder of the Residual Certificates Class R Certificate, all of the proceeds of the liquidation of the Pooled Securities, plus any cash on hand in assets of the Trust Fund (other than cash Fund, less any assets retained to meet claims), and claims against the Trust Fund shall terminate at that timeFund, in accordance with the allocations set forth in Sections 7.4 and 7.5. (b) At the expense of the Terminator, the Depositor shall prepare or cause The Tax Matters Person hereby agrees to be prepared the documentation required in connection with the adoption of adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably requested by the Trustee, including any action set forth in Section 860F(c)(4) of each Trust REMIC pursuant to this the Code and in Section 9.021.860F-1 of the Treasury Regulations thereunder. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator Master Servicer purchases all the Mortgage Loans and each REO Property Trust Collateral or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC I occurs pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Master Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator Master Servicer (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC Ithe Subsidiary REMIC, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Master Servicer or the Trust Administrator), to the effect that the failure of the Subsidiary REMIC I to comply with such additional requirements of this Section 9.02 10.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorMaster Servicer; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee Trust Administrator shall sell all of the assets of the Subsidiary REMIC I to the Terminator Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the TerminatorMaster Servicer, the Depositor 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 this Section 9.0210.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Terminating Party exercises the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01Option, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Terminating Party, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Codea REMIC, or (Bii) cause any REMIC I created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator Terminating Party shall establish a 90 day liquidation period and notify the Trustee thereof, which shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each the Trust REMICFund’s final Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 1.860F 1. The Terminating Party shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorTerminating Party; (ii2) During such 90-90 day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I to the Terminator Trust Fund for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R Certificateholders all cash on hand in the Trust Fund (other than cash retained to meet claims)) related to such Class of Certificates, and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Terminating Party to specify the 90-90 day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Certificateholders. (c) The Trustee as agent for each REMIC created hereunder xxxxxx agrees to adopt and sign such a plan of complete liquidation upon the written request of the Terminating Party, and, together with the holders of the Class A-R Certificates, agree to take such other action in connection therewith as may be reasonably requested by the Terminating Party.

Additional Termination Requirements. (a) In the event that the related Terminator purchases all the Group A Mortgage Loans and each related REO Property, all the Group H Mortgage Loans and each related REO Property or all the Group W Mortgage Loans and each related REO Property, REMIC I-A (in the case of a purchase of all the Group A Mortgage Loans and each related REO Property), REMIC I-H (in the case of a purchase of all the Group H Mortgage Loans and each related REO Property) or REMIC W (in the case of a purchase of all the Group H Mortgage Loans and each related REO Property) shall be terminated, in each case in accordance with the following additional requirements (or in connection with the final payment on or other liquidation of the last Group A Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or related REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements-A, the Servicer last Group H Mortgage Loan or related REO Property remaining in REMIC I-H or the Trust Administrator)last Group W Mortgage Loan or related REO Property remaining in REMIC W, to the effect that the failure of REMIC I to comply with such additional requirements of this Section 9.02 will not requirement specified in clause (Ai) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding:below): (i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s REMIC I-A's, REMIC I-H's OR REMIC W's, as applicable, final Tax Return pursuant to Treasury regulation Section 1.860F-1 1.860F-1, and such termination shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorMaster Servicer; (ii) 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 138 behalf of the Trustee shall sell all of the assets of REMIC I I-A, REMIC I-H or REMIC W, as applicable, to the related Terminator for cash; and (iii) At the time of the making of the final payment on the related Certificates, the Trust Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class A-R Certificates all cash on hand in REMIC I-A, to the Trust Fund Holders of the Class H-R Certificates all cash on hand in REMIC I-H and to the Holders of the Class W-R Certificates all cash on hand in REMIC W (in each case other than cash retained to meet claims), and the Trust Fund either REMIC I-A, REMIC I-H or REMIC W, as applicable, shall terminate at that time. (b) At the expense of the Terminatorrelated 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 Depositor Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each Trust REMIC I-A, REMIC I-H or REMIC W, as applicable, pursuant to this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMICREMIC I-A, REMIC I-H or REMIC W, as applicable, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that Auction Purchaser purchases the Terminator purchases all the Mortgage Loans and each REO Property Trust Collateral, or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC I occurs pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Master Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator Master Servicer (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC Ithe Subsidiary REMIC, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the Subsidiary REMIC I to comply with such additional requirements of this Section 9.02 10.02 will not (A) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (B) cause any REMIC I formed hereby to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorMaster Servicer; (ii) During such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.018.1, the Trust Fund 1997-2 REMIC shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the 1997-2 REMIC I (or of any other REMIC of the Trust Fund) to comply with such additional the requirements of this Section 9.02 8.3 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of such REMIC as described defined in Section 860F of the Code, Code or (Bii) cause such REMIC I to fail to qualify as a REMIC at any time that any Certificate is Class A Certificates are outstanding: (i) The Within 90 days prior to the final Remittance Date the Servicer shall adopt and the Trustee shall sign, a plan of complete liquidation of the 1997-2 REMIC (or the applicable REMIC of the Trust Administrator shall specify Fund) meeting the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90a plan of complete liquidation, which plan shall include a description of the method for such liquidation and the price to be conveyed for all of the assets of the 1997-day liquidation period and2 REMIC at the time of such liquidation, and at or prior to the time of making of the final payment on the CertificatesRemittance Date, the Trustee shall sell all of the assets of the 1997-2 REMIC I (or the applicable REMIC of the Trust Fund) to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders 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 Residual Certificates all such REMIC's cash on hand in after such payment to the Trust Fund Class A Certificateholders (other than cash retained to meet claims), ) and the Trust Fund 1997-2 REMIC shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Servicer as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate or upon the 90-day written request of the Certificate Insurer and (ii) to take such other action in connection 117 therewith as may be reasonably required to carry out such plan of complete liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersin accordance with the terms hereof.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01exercises its purchase option, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Terminator, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” as described in Section 860F " of the Codea REMIC, or (Bii) cause any REMIC I created hereunder to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator Master Servicer shall establish a 90-day liquidation period and notify the Trustee thereof, which shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to each the Trust REMIC’s Fund's final Tax Return pursuant to Treasury regulation Regulation Section 1.860F-1 1.860F-1. The Master Servicer shall prepare a plan of complete liquidation and shall otherwise satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor obtained at the expense of the Terminator; (ii2) During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Master Servicer as agent of the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator for cash; and (iii3) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class A-R 146 Certificateholders all cash on hand in the Trust Fund (other than cash retained to meet claims)) related to such Class of Certificates, and the Trust Fund shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Master Servicer to specify the 90-day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Certificateholders. The Trustee shall attach a statement to the final federal income tax return for each of any REMIC created hereunder stating that pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day liquidation period for each the REMIC was the date on which the Trustee sold the assets of the Trust Fund to the Terminator. (c) The Trustee as agent for each REMIC created hereunder hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Master Servicer, and the receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) hereof, and together with the Holders of the Class A-R Certificates agree to take such other action in connection therewith as may be reasonably requested by the Terminator.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Company exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and Company, at its own expense, obtains for the Servicer have received Trustee an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I Trust Fund, the REMIC II Trust Fund and REMIC III Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund as described in Section 860F of the Code, or (Bii) cause the REMIC I Trust Fund, the REMIC II Trust Fund or the REMIC III Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day notice given by the Trustee under Section 9.01, the Company, in its capacity as agent of the Tax Matters Person shall prepare the documentation required and adopt a plan of complete liquidation period in a statement attached to each on behalf of the REMIC I Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 Fund, the REMIC II Trust Fund and shall satisfy all the REMIC III Trust Fund meeting the requirements of a qualified liquidation liquida- tion under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; Company, on behalf of the REMIC I Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund; and (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time final Distribution Date, the Master Servicer as agent of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the CertificatesTrust Fund, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the REMIC II Trust Fund (other than cash retained to meet claims), and the REMIC III Trust Fund shall terminate at that time.to the (b) At the expense By its acceptance of the Terminatorany Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby agrees to be prepared authorize the documentation required in connection with the adoption of Company to adopt such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Company and to this Section 9.02take such other action in connection therewith as may be reasonably requested by the Company. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 10.02 will not (A1) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the Trust as described defined in Section 860F of the Code, Code or (B2) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificate is Regular Certificates are outstanding: (i) The Trust Administrator Within ninety (90) days prior to the final Distribution Date, the Servicer shall specify adopt and the first day in Trustee shall sign a plan of complete liquidation for each REMIC meeting the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Trustee, as holder of REMIC II Regular Interests, the Residual unpaid principal balance thereof plus accrued interest thereon, (B) to each Class of Certificates the amounts payable pursuant to Section 5.01, (C) to the Class R-1 Certificateholders and Class R-2 Certificateholders, all cash on hand in the Trust Fund (other than cash retained to meet claims)REMIC I and REMIC II, respectively, after such payments, and (D) if prior to the Trust Fund shall terminate at that timeInterest Rate Cap Termination Date, to the Class BIO Certificateholder, the Interest Rate Cap Agreement and the rights to all payments subsequently received thereunder, together with all required documentation to effect such assignment. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersterms hereof.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Trustee and the Servicer Securities Administrator shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 10.02 will not (A1) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the Trust as described defined in Section 860F of the Code, Code or (B2) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificate is Regular Certificates are outstanding: (i) The Trust Administrator Within 90 days prior to the final Distribution Date, the Servicer shall specify adopt and the first day in Trustee shall sign a plan of complete liquidation for each REMIC meeting the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Trustee, as holder of the Residual REMIC I Regular Interests and REMIC II Regular Interests, the unpaid principal balance thereof plus accrued interest thereon, (B) to each Class of Certificates the amounts payable pursuant to Section 5.01, (C) to the Certificate Insurer, all amounts owing to the Certificate Insurer under this Agreement and the Insurance Agreement and (D) to the Class R-1 Certificateholders, Class R-2 Certificateholders and Class R-3 Certificateholders, all cash on hand in the Trust Fund (other than cash retained to meet claims)REMIC I, REMIC II and the Trust Fund shall terminate at that timeREMIC III, respectively, after such payments. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersterms hereof.

Additional Termination Requirements. (a) In If the event that Plurality Subordinate Certificateholder, either Master Servicer or the Terminator Special Servicer purchases all of the Trust Mortgage Loans and each REO Property or (or, in the final payment on or other liquidation case of a Loan Combination Mortgaged Property if it has become an REO Property, the last Mortgage Loan or REO Property Trust's interest therein) remaining in REMIC I pursuant to the Trust Fund as provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Person effecting the purchase obtains at its own expense and delivers to the Servicer have received Certificate Administrator, an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence addressed to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Certificate Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 will not (A) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of any REMIC Pool as described defined in Section 860F of the Code, Code or (B) cause any REMIC I Pool to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust the Certificate Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s the final Tax Return for each REMIC Pool pursuant to Treasury regulation Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, thereunder as evidenced by an set forth in the Opinion of Counsel obtained at pursuant to Section 9.01 from the expense party effecting the purchase of all the TerminatorTrust Mortgage Loans and REO Property remaining in the Trust Fund; (ii) During during such 90-day liquidation period and, and at or prior to the time of making of the final payment on the Certificates, the Trustee Certificate Administrator shall sell all of the assets of REMIC I and the Loan REMIC(s) to the Terminator applicable Master Servicer, the Special Servicer or the Plurality Subordinate Certificateholder, as the case may be, for cash; and (iii) At at the time of the making of the final payment on the Certificates, the Trust Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Certificateholders in accordance with Section 9.01 all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund each REMIC Pool shall terminate at that time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Certificate Administrator to specify the 90-day liquidation period for each Trust REMICREMIC Pool, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.018.1, the Trust Fund REMIC 1995-2 shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I 1995-2 (or of any other REMIC of the Trust Fund) to comply with such additional the requirements of this Section 9.02 8.2 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of such REMIC as described defined in Section 860F of the Code, Code or (Bii) cause such REMIC I to fail to qualify as a REMIC at any time that any Certificate is Class A Certificates are outstanding: (i) The Within 90 days prior to the final Remittance Date the Servicer shall adopt and the Trustee shall sign, a plan of complete liquidation of the REMIC 1995-2 (or the applicable REMIC of the Trust Administrator shall specify Fund) meeting the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90a plan of complete liquidation, which plan shall include a description of the method for such liquidation and the price to be conveyed for all of the assets of the REMIC 1995-day liquidation period and2 at the time of such liquidation, and at or prior to the time of making of the final payment on the CertificatesRemittance Date, the Trustee shall sell all of the assets of the REMIC I 1995-2 (or the applicable REMIC of the Trust Fund) to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders Class A Certificateholders the Class A Principal Balance, plus one month's interest thereon at the Class A Pass-Through Rate, and (B) to the Class R Certificateholders, all of the Residual Certificates all such REMIC's cash on hand in after such payment to the Trust Fund Class A Certificateholders (other than cash retained to meet claims), ) and the Trust Fund REMIC 1995-2 shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize appoint the Trust Administrator Servicer as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to specify sign such plan) as appropriate or upon the 90-day written request of the Certificate Insurer and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersin accordance with the terms hereof.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property Property, the Trust Fund shall be terminated in accordance with the following additional requirements (or in connection with the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01I, the Trust Fund shall be terminated additional requirement specified in accordance with the following additional requirementsclause (i) below), unless the Trust Administrator and the Master Servicer have received an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC Isuch Trust REMIC, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Master Servicer or the Trust Administrator), to the effect that the failure of such Trust REMIC I or any other Trust REMIC to comply with such additional requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " as described in Section 860F of the Code, or (Bii) cause any Trust REMIC I to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to each related Trust REMIC’s 's final Tax Return pursuant to Treasury regulation Section 1.860F-1 1.860F-1, and such termination shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorMaster Servicer (in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in such Trust REMIC) or at the expense of the Terminator (in connection with a termination resulting from the exercise of a cleanup call); (ii) 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 all of the assets of REMIC I to the Terminator for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund REMIC I (other than cash retained to meet claims), and the each Trust Fund REMIC shall terminate at that time. (b) At the expense of the TerminatorTerminator (or in the event of termination under Section 9.01(a)(ii), at the expense of the Trust Administrator), the Depositor Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of for each Trust REMIC being terminated pursuant to this Section 9.02. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.. 119

Additional Termination Requirements. (a) In the event that the Terminator purchases all Olympus exercises a purchase option with respect to the Mortgage Loans as provided in Section 9.01, at such time as the related Mortgage Loans are so purchased and each REO Property or provided the final payment on or other liquidation of the last unrelated Mortgage Loan or REO Property remaining in REMIC I Loans have been previously purchased by Olympus pursuant to Section 9.019.01(a) or are no longer outstanding, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been provided with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator)Olympus, to the effect that the failure of REMIC I to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " on any REMIC as described defined in Section 860F 860E of the Code, or (Bii) cause any REMIC I to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i1) The Trust Administrator shall specify Within 90 days prior to the first day final Distribution Date set forth in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation notice given by the Trustee under Section 860F 9.02, the Depositor shall prepare and the Trustee shall adopt a plan of complete liquidation within the meaning of Section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the TerminatorTrustee or the Trust Fund), meets the requirements of a qualified liquidation; (ii2) During such 90-day liquidation period and, at or prior to Within 90 days after the time of making adoption of the final payment on the Certificatessuch a plan of complete liquidation, the Trustee shall sell all of the assets of REMIC I the Trust Fund to the Terminator Depositor for cashcash in accordance with Section 9.01; and (iii3) At On the time of the making of the date specified for final payment on of the Certificates, the Trust Administrator shall Trustee shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation payable to the Servicer pursuant to this Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 4.02 and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund after such final payment (other than the cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time. (b) At the expense of the Terminator, the Depositor shall prepare or cause The Trustee as agent for each REMIC hereby agrees to be prepared the documentation required in connection with the adoption of adopt and sign such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Depositor, and the receipt of the Opinion of Counsel referred to this in Section 9.029.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Depositor. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Depositor to specify prepare and the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor CertificateholdersTrustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.018.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 8.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of any REMIC created hereunder as described defined in Section 860F of the Code, Code or (Bii) cause any REMIC I created hereunder to fail to qualify as a REMIC at any time that any Certificate is Offered Certificates or Class X Certificates are outstanding: (i) The Trust Administrator Within 90 days prior to the final Distribution Date the Servicer shall specify adopt and the first day in Trustee shall sign, a plan of complete liquidation of each REMIC created hereunder meeting the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of the REMIC I to the Terminator Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited (A) to the Holders of Class A-1 Certificateholders, the Residual Certificates Class A-1 Certificate Principal Balance, plus one month's interest thereon at the Class A-1 Pass-Through Rate, (B) to the Class A-2 Certificateholders, the Class A-2 Certificate Principal Balance, plus one month's interest thereon at the Class A-2 Pass-Through Rate, (C) to the Class A-3 Certificateholders, the Class A-3 Certificate Principal Balance, plus one month's interest thereon at the Class A-3 Pass-Through Rate, (D) to the Class A-4 Certificateholders, the Class A-4 Certificate Principal Balance, plus one month's interest thereon at the Class A-4 Pass-Through Rate, (E) to the Class A-5 Certificateholders, the Class A-5 Certificate Principal Balance, plus one month's interest thereon at the Class A-5 Pass-Through Rate, (F) to the Class A-6 Certificateholders, the Class A-6 Certificate Principal Balance, plus one month's interest thereon at the Class A-6 Pass-Through Rate, (G) to the Class A-7 Certificateholders, the Class A-7 Certificate Principal Balance, plus one month's interest thereon at the Class A-7 Pass-Through Rate, (H) to the Class M-1 Certificateholders, the Class M-1 Certificate Principal Balance, plus one month's interest thereon at the Class M-1 Pass-Through Rate, (I) to the Class M-2 Certificateholders, the Class M-2 Certificate Principal Balance, plus one month's interest thereon at the Class M-2 Pass-Through Rate, (J) to the Class B Certificateholders, the Class B Certificate Principal Balance, plus one month's interest thereon at the Class B Pass-Through Rate, (K) to the Class X Certificateholders, all cash on hand after such payment to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-IO, Class M-1, Class M-2 and Class B Certificateholders (but in no event in excess of the Trust Fund Class X Distribution Amount), and (L) to the Class R Certificates in respect of the Class R-IV Interest, any remaining amounts (other than cash retained to meet claims), ) and the Trust Fund shall terminate at such time; provided, however, that time. (b) At the expense any such payment will be made after all outstanding fees, costs and expenses of the Terminator, the Depositor shall prepare or cause to be prepared the documentation required Trustee have been paid in connection with the adoption of a plan of liquidation of each Trust REMIC pursuant to this Section 9.02full. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Master Servicer exercises its purchase option as provided in REMIC I pursuant to Section 9.0110.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer Trustee shall have received been furnished with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the Trust as described defined in Section 860F of the Code, Code or (Bii) cause REMIC I the Trust to fail to qualify as a REMIC at any time that any Certificate is Regular Certificates are outstanding: (i) The Trust Administrator Within 90 days prior to the final Distribution Date, the Master Servicer shall specify adopt and the first day in Trustee shall sign a plan of complete liquidation of the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all REMIC meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time of making of the final payment on the CertificatesDistribution Date, the Trustee shall sell all of the assets of REMIC I the Trust to the Terminator Master Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, credited to the Holders extent amounts are available therefor (A) to each Class of Offered Certificateholders the Residual Certificates related Class Certificate Principal Balance, plus one month's interest thereon at the applicable Certificate Rate, (B) to the Certificate Insurer, all amounts owing to the Certificate Insurer under this Agreement and the Insurance Agreement (C) to the Class B Certificateholders, any Unpaid Interest Shortfall Amounts and Allocable Loss Amounts remaining unreimbursed, (D) any unpaid Basis Risk Shortfall to the Class A and Class B Certificates, pro rata and (E) to the Class R Certificateholders, all cash on hand in after such payment to the Trust Fund Offered Certificateholders and the Certificate Insurer (other than cash retained to meet claims), ) and the Trust Fund shall terminate at that such time. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Offered Certificates, the Holders thereof hereby agree (i) to authorize appoint the Trust Administrator Trustee as their attorney in fact to specify adopt such a plan of complete liquidation (and the 90-day Certificateholders hereby appoint the Trustee as their attorney in fact to sign such plan) as appropriate or upon the written request of the Certificate Insurer and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholdersin accordance with the terms hereof.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I connection with any termination pursuant to Section 9.019.1 hereof, the Trust Fund and the Trust REMIC shall be terminated in accordance with the following additional requirements, unless the Trust Administrator Servicer has obtained and paid for (at its own expense), and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.2 will not (Ai) result in the imposition of taxes on "prohibited transactions" on the Trust Fund of taxes on “prohibited transactions,” REMIC as described defined in Section 860F of the Code, or (Bii) cause the Trust REMIC I to fail to qualify as a REMIC at any time that any Certificate is Regular Certificates are outstanding: (i) The Trust Administrator shall specify Within 89 days prior to the first day Final Distribution Date set forth in the 90-day notice given by the Trustee under Section 9.1 hereof, the Trustee shall adopt a plan of complete liquidation period in a statement attached to each of the Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all , meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorREMIC Provisions; (ii) During At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time Final Distribution Date, the Servicer on behalf of making of the final payment on the Certificates, the Trustee shall sell all or cause to be sold any remaining assets of the assets of REMIC I to Trust Fund included in the Terminator for cash; andTrust REMIC. (iii) At the time of the making of the final payment on the Certificates other than the Class R Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Class R Certificates all cash on hand in the pool of assets constituting the Trust Fund (REMIC after such final payment of the Certificates, other than cash retained to meet claims), and the Trust Fund Fund, and the Trust REMIC, shall terminate at that time; and (iv) In no event may the final payment on the Certificates (except to the extent permitted in Section 9.1 hereof with respect to Certificateholders who fail to surrender their Certificates) be made after the 89th day from the date on which the plan of complete liquidation for the Trust REMIC is adopted. (b) At the expense By acceptance of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of Class R Certificates, the Holders thereof hereby authorize the Trustee to adopt such a plan of complete liquidation in the form proposed by the Holders of the Class R Certificates upon the written request of the Servicer and agree to authorize take such other action in connection therewith as may be reasonably requested by the Trust Administrator to specify Servicer or the 90-day liquidation period for each Trust REMICTrustee, which authorization shall be binding upon all successor Class R Certificateholders. (c) On the final federal income tax return for the Trust REMIC, the Trustee shall attach a statement specifying the date of adoption of the plan of liquidation.

Additional Termination Requirements. (a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Company exercises its purchase option as provided in REMIC I pursuant to Section 9.01, the REMIC I Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and Company, at its own expense, obtains for the Servicer have received Trustee an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirements, the Servicer or the Trust Administrator), to the effect that the failure of the REMIC I Trust Fund to comply with such additional the requirements of this Section 9.02 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of the REMIC I Trust Fund as described in Section 860F of the Code, or (Bii) cause the REMIC I Trust Fund to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator shall specify : Within 90 days prior to the first day final Distribution Date set forth in the 90-day notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation period in a statement attached to each on behalf of the REMIC I Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all Fund meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Terminator; (ii) During Company, on behalf of the REMIC I Trust Fund; and At or after the time of adoption of such 90-day a plan of complete liquidation period and, and at or prior to the time final Distribution Date, the Master Servicer as agent of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the REMIC I Trust Fund to the Terminator Company for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that timeamount specified in Section 9.01. (b) At the expense By its acceptance of the Terminatorany Residual Certificate, the Depositor shall prepare or cause Holder thereof hereby agrees to be prepared authorize the documentation required in connection with Tax Matters Person and the adoption of Trustee to adopt such a plan of complete liquidation upon the written request of each Trust REMIC pursuant the Tax Matters Person and the Trustee and to this Section 9.02take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee. (c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each Trust REMIC, which authorization shall be binding upon all successor Certificateholders.

Additional Termination Requirements. (a) In the event that the Terminator purchases all Trustee, the Mortgage Loans and each REO Property NIMS Insurer or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining Servicer completes an Optional Termination as provided in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trust Administrator and the Servicer have received Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall be at the expense of the Terminator (or in connection with a termination resulting from the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I, which Opinion of Counsel shall be at the expense of the person seeking nonadherence to the following additional requirements but which in no event shall be at the expense of the Trust Fund or, unless it is the person seeking nonadherence to the following additional requirementsTrustee, the Servicer NIMS Insurer or the Trust Administrator)Servicer, as applicable, to the effect that the failure of REMIC I the Trust Fund to comply with such additional the requirements of this Section 9.02 9.03 will not (Ai) result in the imposition on the Trust Fund of taxes on “"prohibited transactions,” " of any of the REMICs provided for herein as described defined in Section 860F of the Code, or (Bii) cause REMIC I any of the REMICs provided for herein to fail to qualify as a REMIC at any time that any Certificate is Certificates are outstanding: (i) The Trust Administrator Depositor shall establish a 90-day liquidation period and notify the Trustee thereof, which shall in turn specify the first day in the 90-day liquidation of such period in a statement attached to the final tax returns of each Trust REMIC’s final Tax Return of the REMICs provided for herein pursuant to Treasury regulation Regulation Section 1.860F-1 and 1.860F-1. The Depositor shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the TerminatorTrustee or the NIMS Insurer, as applicable; (ii) During such 90-day liquidation period andperiod, and at or prior to the time of making of the final payment on the Certificates, the Depositor as agent of the Trustee shall sell all of the assets of REMIC I to the Terminator Trust Fund for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trust Administrator Trustee shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates Class R Certificateholders all cash on hand in the Trust Fund (other than cash retained to meet claimsoutstanding claims known to the Trustee), and the Trust Fund shall terminate at that time, whereupon the Trustee shall have no further duties or obligations with respect to sums distributed or credited to the Class R Certificateholders. (b) At the expense of the Terminator, the Depositor 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 this Section 9.02. (c) By their acceptance of the Certificates, the Holders thereof hereby agree to authorize the Trust Administrator Depositor to specify the 90-day liquidation period for each the Trust REMICFund, which authorization shall be binding upon all successor Certificateholders. (c) Upon the written request of the Depositor, the Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation as provided to it by the Depositor. The Trustee's obligation to adopt and sign such plan of complete liquidation is subject to the Trustee's receipt of the Opinion of Counsel referred to in Section 9.03(a)(i). In addition, the Trustee shall take such other action in connection therewith as may be reasonably requested by the Depositor.