Common use of Additional Trust Termination Requirements Clause in Contracts

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class V and Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable EC Trust Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable EC Trust Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests Interests, or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates, the Swap Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Exchangeable Swap Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, and Class EI Certificates the Exchangeable Certificates and the Class R Certificates, the Master Servicer Trustee shall prepare and the Trustee (on behalf of REMIC I, REMIC II or and REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the final federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Class EI Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or Interests, REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Trustee subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any either REMIC Pool under the REMIC Provisions or (ii) cause any either REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the Class R-I and REMIC III Regular Certificates, the Exchangeable II Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, I and REMIC II or REMIC III) shall adopt designate the date of adoption of a plan of complete liquidation of each REMIC PoolI and REMIC II, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified specify such date in a statement attached to the final federal income tax return of each applicable REMIC Pool; (ii) At On or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the Class R-I and REMIC III Regular Certificates and the Exchangeable II Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders;; and (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates and within 90 days of the date of adoption of the plan of complete liquidation, the Certificate Administrator Trustee shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, Interests and (B) to the Holders of the Class R Certificates all assets of REMIC R-II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III II (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I or Class R-II Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt effect a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I and Class R-II Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Class PST Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Class PST Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests Interests, or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R A-4FL Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Class A-4FL Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates and the Class A-4FL Regular Interest or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Class A-4FL Certificates and the Class R A-MFL Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool;; cclxxxiv (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates, the Class A-4FL Certificates and the Exchangeable Class A-MFL Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Class A-4FL Certificates and the Class A-MFL Certificates, the Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, REMIC Regular Certificates, Class A-4FL Certificates, Class A-MFL Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable EC Trust Certificates, the Swap Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates, the EC Trust Certificates and the Exchangeable Swap Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Any termination of the Trust and each REMIC Pool in connection with the Clean-up Call or involving any other sale of assets of the Trust Fund prior to the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund shall be terminated effected in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, Securities Administrator and the Trustee seeks, and the Certificate Administrator subsequently receives receive an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may beparty exercising any right of termination), addressed to the Depositor, Securities Administrator and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 7.03 will not (i) result in the imposition of taxes on “prohibited transactions” on any an Adverse REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, upon notification that a party intends to exercise its option to cause the Exchangeable Certificates termination of the Trust and the Class R CertificatesTrust Fund, the Master Servicer shall prepare and Trustee, at the Trustee (on behalf direction of REMIC Ithe Securities Administrator, REMIC II or REMIC III) shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC PoolREMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in the form prepared and provided by the party exercising its termination right in connection with a Clean-up Call or by the Depositor in connection with any special form and the date of which, in general, shall be the date other termination of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC PoolTrust Fund; (ii) At Any sale of the Mortgage Loans upon the exercise of a Clean-up Call shall be a sale for cash and shall occur at or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on or credit to the REMIC III Regular Certificates Certificates, and upon the Exchangeable Certificatesclosing of such a sale, the Trustee shall sell all of deliver or cause the assets of Custodian to deliver the Trust for cash at Mortgage Loans to the Termination Price; provided that if purchaser thereof as instructed by the Holders of party exercising the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such HoldersClean-up Call; (iii) At On the time date specified for final payment of the making Certificates, the Securities Administrator shall make final distributions of the final payment principal and interest on the REMIC III Regular InterestsCertificates in accordance with Section 5.02 and, the Certificate Administrator shall after payment of, or provision for payment of any outstanding expenses, distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Residual Certificates all assets of REMIC I remaining cash on hand after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on or credit to the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Certificates, respectively, Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the a Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the such Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, and Class EI Certificates the Exchangeable Certificates and the Class R Certificates, the Master Servicer Trustee shall prepare and the Trustee (on behalf of REMIC I, REMIC II or and REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the final federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Class EI Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, REMIC Regular Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Trustee and the Paying Agent subsequently receives receive an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, Certificates the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC II Interests, REMIC II or REMIC III) III shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be signed by the date Trustee; provided that the Trustee shall have no obligation to determine the accuracy or adequacy of such plan of liquidation other than that such plan of liquidation meets the notice specified requirements outlined in Section 11.2(a) Sections 10.1, 10.2 and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool10.3; (ii) At or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively. (c) On the final federal income tax return for each REMIC Pool, the Paying Agent shall attach a statement specifying the date of the adoption of the plan of liquidation.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 9.1 or any other termination of the Trust under this Article IX, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 9.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 9.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; 170 (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution Class [R-I], Class [R-II] or credit to the Holders of the Class R Certificates, respectively, [R-III] Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury Regulation Section 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation for each of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III prepared by the Trust upon Final Purchaser in accordance with the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Trustee subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC II Interests, REMIC II or REMIC III) III shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be signed by the date Trustee; provided that the Trustee shall have no obligation to determine the accuracy or adequacy of such plan of liquidation other than that such plan of liquidation meets the notice specified requirements outlined in Section 11.2(a) Sections 10.1, 10.2 and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool10.3; (ii) At or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Trustee shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively. (c) On the final federal income tax return for each REMIC Pool, the Trustee shall attach a statement specifying the date of the adoption of the plan of liquidation.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 10.1 or any other termination of the Trust under this Article X, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 10.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 10.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; 176 (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury regulation 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III in accordance with the Trust upon the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R [R-I] Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R [R-I] Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular CertificatesIII, Class [A-3-1FL] and Class [EI] Certificates the Exchangeable Certificates and the Class R Certificates, the Master Servicer Trustee shall prepare and the Trustee (on behalf of REMIC I, REMIC II or and REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the final federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates III, Class [A-3-1FL] and the Exchangeable Class [EI] Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R [R-I] Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R [R-I] Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R [R-II] Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R [R-III] Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, REMIC Regular Certificates and the Class A-3-1FL Regular Interest or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R [R-I], Class [R-II] or [R-III] Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R [R-I], Class [R-II] and Class [R-III] Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 10.1 or any other termination of the Trust under this Article X, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 10.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 10.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; 144 (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury regulation 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III in accordance with the Trust upon the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, seeks and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the International Plaza Pari Passu Loan REMIC (unless previously liquidated in a "qualified liquidation"), REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each such REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Trustee shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-IP Certificates all assets of the International Plaza Pari Passu Loan REMIC remaining after such final payment of the International Plaza Pari Passu Loan REMIC Regular Interest, (B) to the Holders of the Class R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (BC) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (CD) to the Holders holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the International Plaza Pari Passu Loan REMIC Regular Interest, REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II, Class R-III or Class R-IP Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II, Class R-III and Class R-IP Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 10.1, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), Final Purchaser) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eightythe Trustee shall specify the first day in the 90-nine (89) days prior day liquidation period in a statement attached to the time of the making of the final payment on the Tax Return for each REMIC III Regular Certificates, the Exchangeable Certificates Pool pursuant to Treasury regulation 1.860F-1 and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, prepared by the Final Purchaser and meeting the requirements of for a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date Section 860F of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return Code of each applicable REMIC Poolany regulations thereunder; (ii) At or after the date of adoption of during such a plan of complete 90-day liquidation period and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash at in an amount equal to the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders;and (iii) At the time of immediately following the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Trustee shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (cash on hand in each case REMIC Pool (other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the DepositorREMIC III, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Trustee subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC II Interests, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be signed by the date Trustee; provided that the Trustee shall have no obligation to determine the accuracy or adequacy of such plan of liquidation other than that such plan of liquidation meets the notice specified requirements outlined in Section 11.2(a) Sections 10.1, 10.2 and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool10.3; (ii) At or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Trustee shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively. (c) On the final federal income tax return for each REMIC Pool, the Trustee shall attach a statement specifying the date of the adoption of the plan of liquidation.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R [R-I] Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R [R-I] Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular CertificatesIII, Class [A-3-1FL] and Class [EI] Certificates the Exchangeable Certificates and the Class R Certificates, the Master Servicer Trustee shall prepare and the Trustee (on behalf of REMIC I, REMIC II or and REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the final federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates III, Class [A-3-1FL] and the Exchangeable Class [EI] Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R [R-I] Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R [R-I] Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R [R-II] Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R [R-III] Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, REMIC Regular Certificates and the Class A-3-1FL Regular Interest or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R [R-I], Class [R-II] or [R-III] Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R [R-I], Class [R-II] and Class [R-III] Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator subsequently receives receives, an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC II Interests, REMIC II or REMIC III) III shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be signed by the date Trustee; provided that the Trustee shall have no obligation to determine the accuracy or adequacy of such plan of liquidation other than that such plan of liquidation meets the notice specified requirements outlined in Section 11.2(a) Sections 10.1, 10.2 and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool;10.3; 172 (ii) At or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee or the Paying Agent shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Trustee shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 9.1 or any other termination of the Trust under this Article IX, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 9.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 9.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any Trust REMIC Pool under the REMIC Provisions or (ii) cause any Trust REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The 152 Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury Regulation Section 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation for each of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III prepared by the Trust upon Final Purchaser in accordance with the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 10.1 or any other termination of the Trust under this Article X, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 10.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the 148 Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 10.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury regulation 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III in accordance with the Trust upon the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 10.1 or any other termination of the Trust under this Article X, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 10.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 10.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; 153 (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury regulation 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III in accordance with the Trust upon the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Trustee and the Paying Agent subsequently receives receive an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, Certificates the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC II Interests, REMIC II or REMIC III) III shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be signed by the date Trustee; provided that the Trustee shall have no obligation to determine the accuracy or adequacy of such plan of liquidation other than that such plan of liquidation meets the notice specified requirements outlined in Section 11.2(a) Sections 10.1, 10.2 and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool10.3; (ii) At or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or Class R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC II Interests, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be signed by the date Trustee; provided that the Trustee shall have no obligation to determine the accuracy or adequacy of such plan of liquidation other than that such plan of liquidation meets the notice specified requirements outlined in Section 11.2(a) Sections 10.1, 10.2 and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool10.3; (ii) At or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively. (c) On the final federal income tax return for each REMIC Pool, the Paying Agent shall attach a statement specifying the date of the adoption of the plan of liquidation.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders., respectively. ARTICLE XI RIGHTS OF CERTIFICATEHOLDERS

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Trustee and the Paying Agent subsequently receives receive an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC II Interests, REMIC II or REMIC III) III shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be signed by the date Trustee; provided that the Trustee shall have no obligation to determine the accuracy or adequacy of such plan of liquidation other than that such plan of liquidation meets the notice specified requirements outlined in Section 11.2(a) Sections 10.1, 10.2 and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; 10.3; 184 194 (ii) At or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the a Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the such Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, and Class EI Certificates the Exchangeable Certificates and the Class R Certificates, the Master Servicer Trustee shall prepare and the Trustee (on behalf of REMIC I, REMIC II or and REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the final federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Class EI Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, A-2 Certificates the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates Interests and the Exchangeable Class A-2 Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Interests or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 10.1, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholdersunless, as in the case may beof a termination in accordance with Section 10.1(b), the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may be), Final Purchaser) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 10.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Interests, the Regular Interests or REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, Residual Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury regulation 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the DepositorREMIC III, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the Kimball Lane Loan REMIC, REMIC I, REMIC II or REMIC III) shall adopt a plan of adopx x xxxx xx complete liquidation of each such REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-K Certificates all assets of the Kimball Lane Loan REMIC remaining after such final payment of the Kxxxxxx Xxxx Loan REMIC Regular Interest, (B) to the Holders of the Xxxxx X-X Xertificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (BC) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (CD) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the Kimball Lane Loan REMIC Regular Interest, REMIC I Regular Interests, REMIC II Regular XXXXX XX Xegular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II, Class R-III or Class R-K Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II, Class R-III and Class R-K Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 9.1 or any other termination of the Trust under this Article IX, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 9.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 9.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any Trust REMIC Pool under the REMIC Provisions or (ii) cause any Trust REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (cash on hand in each case REMIC Pool after making such 164 final deemed payment or payments (other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury Regulation Section 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation for each of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III prepared by the Trust upon Final Purchaser in accordance with the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the Xxxxxxx Xxxx Loan REMIC, REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each such REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-K Certificates all assets of the Xxxxxxx Xxxx Loan REMIC remaining after such final payment of the Xxxxxxx Xxxx Loan REMIC Regular Interest, (B) to the Holders of the Class R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (BC) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (CD) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the Xxxxxxx Xxxx Loan REMIC Regular Interest, REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II, Class R-III or Class R-K Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II, Class R-III and Class R-K Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The Any termination of the Trust and each REMIC Pool in connection with the Clean-up Call or involving any other sale of assets of the Trust Fund prior to the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund shall be terminated effected in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as the case may be, Securities Administrator and the Trustee seeks, and the Certificate Administrator subsequently receives receive an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case may beparty exercising any right of termination), addressed to the Depositor, Securities Administrator and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 7.03 will not (i) result in the imposition of taxes on “prohibited transactions” on any an Adverse REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, upon notification that a party intends to exercise its option to cause the Exchangeable Certificates termination of the Trust and the Class R CertificatesTrust Fund, the Master Servicer shall prepare and Trustee, at the Trustee (on behalf direction of REMIC Ithe Securities Administrator, REMIC II or REMIC III) shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC PoolREMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in the form prepared and provided by the party exercising its termination right in connection with a Clean-up Call or by the Depositor in connection with any special form and the date of which, in general, shall be the date other termination of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC PoolTrust Fund; (ii) At Any sale of the Mortgage Loans upon the exercise of a Clean-up Call shall be a sale for cash and shall occur at or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on or credit to the REMIC III Regular Certificates Certificates, and upon the Exchangeable Certificatesclosing of such a sale, the Trustee shall sell all of deliver or cause the assets of Custodian to deliver the Trust for cash at Mortgage Loans to the Termination Price; provided that if purchaser thereof as instructed by the Holders of party exercising the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such HoldersClean-up Call; (iii) At On the time date specified for final payment of the making Certificates, the Securities Administrator shall make final distributions of the final payment principal and interest on the REMIC III Regular InterestsCertificates in accordance with Section 5.02 and, the Certificate Administrator shall after payment of, or provision for payment of any outstanding expenses, distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Residual Certificates all assets of REMIC I remaining cash on hand after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on or credit to the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Certificates, respectively, Residual Certificates be made after the 89th eighty-ninth (89th) day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 10.1 or any other termination of the Trust under this Article X, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 10.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 10.2, the Trustee shall adopt a plan of complete liquidation 144 prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury regulation 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III in accordance with the Trust upon the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the a Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Paying Agent subsequently receives an Opinion of Counsel (at the expense of the such Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular CertificatesIII, Class A-3-1FL, Class EI and Class EI-L3 Certificates the Exchangeable Certificates and the Class R Certificates, the Master Servicer Trustee shall prepare and the Trustee (on behalf of REMIC I, REMIC II or and REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a10.2(a) and shall be specified in a statement attached to the final federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates III, Class A-3-1FL, Class EI and the Exchangeable Class EI-L3 Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, REMIC Regular Certificates and the Class A-3-1FL Regular Interest or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II or R-III Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II and Class R-III Certificateholders, respectively.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 9.1 or any other termination of the Trust under this Article IX, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 9.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 9.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (cash on hand in each case REMIC Pool after making such 172 final deemed payment or payments (other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution Class R-I, Class R-II or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury Regulation Section 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation for each of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III prepared by the Trust upon Final Purchaser in accordance with the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The In the event of a purchase of all the remaining Mortgage Loans and REO Properties held by the Trust in accordance with Section 10.1 or any other termination of the Trust under this Article X, the Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R Certificateholders, as in the case may beof a termination under Section 10.1 hereof, the Final Purchaser delivers to the Trustee seeks, and the Certificate Administrator subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R CertificateholdersFinal Purchaser (or, as in the case may be)of any other termination, the Trustee shall obtain such Opinion of Counsel at the expense of the Trust Fund) addressed to the Depositor, Depositor and the Trustee and the Certificate Administrator to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” on " of any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) within 89 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 10.2, the Trustee shall adopt a plan of complete liquidation prepared by the Final Purchaser and meeting the requirements for a qualified liquidation for each REMIC Pool under Section 860F of the Code and any regulations thereunder; (ii) during such 90-day liquidation period and at or after the adoption of the plans of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the remaining Mortgage Loans and any REO Properties held by the Trust to the Final Purchaser for cash in an amount equal to the Termination Price, such cash shall be deposited into the Collection Account, shall be deemed distributed on the REMIC I Regular Interests in 155 retirement thereof, shall be deemed distributed on the REMIC II Regular Interests in retirement thereof, and shall be distributed to the Certificateholders in retirement of the Certificates; (iii) at the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool; (ii) At or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the related Class R of Residual Certificates all assets of cash on hand in each REMIC I remaining Pool after making such final deemed payment of the REMIC I Regular Interests, or payments (B) to the Holders of the Class R Certificates all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust REMIC I, REMIC II and REMIC III shall terminate at that time; and (iv) In in no event may the final payment on the REMIC I Regular Interests, the REMIC II Regular Interests or Interests, the REMIC III Regular InterestsCertificates, or the final distribution or credit to the Holders of the Class R Certificates, respectively, R-III Certificates be made after the 89th day from the date on which the plan such plans of complete liquidation is are adopted. The Trustee shall specify the first day of the 90-day liquidation period in a statement attached to the final Tax Return for each REMIC Pool pursuant to Treasury regulation 1.860F-1. (b) By their acceptance of the Class R Certificates, the Holders thereof hereby (i) agree to authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each REMIC PoolI, REMIC II and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of REMIC III in accordance with the Trust upon the written request of the Depositorforegoing requirements, which authorization shall be binding upon all successor Class R Certificateholders.

Additional Trust Termination Requirements. (a) The Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of the Master Servicer or the Class R R-I Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator Trustee and the Paying Agent subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R R-I Certificateholders, as the case may be), addressed to the Depositor, the Trustee and the Certificate Administrator Paying Agent to the effect that the failure of the Trust to comply with the requirements of this Section 11.3 10.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within eighty-nine (89) 89 days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable IV Certificates and the Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of the REMIC II Interests, REMIC II or II, REMIC IIIIII and REMIC IV) shall adopt a plan of complete liquidation of each the REMIC I Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions, which plan need not be in any special form and the date of which, in general, shall be signed by the date Trustee; provided that the Trustee shall have no obligation to determine the accuracy or adequacy of such plan of liquidation other than that such plan of liquidation meets the notice specified requirements outlined in Section 11.2(a) Sections 10.1, 10.2 and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool10.3; (ii) At or after the date time of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment on the REMIC III Regular Certificates and the Exchangeable IV Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price; provided that if the Holders of the Class R R-I Certificates are purchasing the assets of the Trust or REMIC ITrust, the amount to be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held by such Holders; (iii) At the time of the making of the final payment on the REMIC III Regular InterestsCertificates, the Certificate Administrator Paying Agent shall distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R R-I Certificates all assets of REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R R-II Certificates all remaining assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and II, (C) to the Holders of the Class R R-III Certificates all remaining assets of REMIC III and (D) to the Holders of the Class R-IV Certificates all remaining assets of REMIC IV (in each case other than cash retained to meet claims); and upon making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate at that time; and (iv) In no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests or REMIC III Regular Interests, Certificates or the final distribution or credit to the Holders of the Class R Residual Certificates, respectively, be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By their acceptance of the Class R R-I, Class R-II, R-III or Class R-IV Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee to take such action as may be necessary to adopt a plan of complete liquidation of each the REMIC Pool, Pool and (ii) agree to take such other action as may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding upon all successor Class R R-I, Class R-II, Class R-III and Class R-IV Certificateholders, respectively. (c) On the final federal income tax return for each REMIC Pool, the Paying Agent shall attach a statement specifying the date of the adoption of the plan of liquidation.