Common use of Optional Termination; Final Distribution on the Certificates Clause in Contracts

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (v) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (x) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (y) the Class [A-IO] Termination Amount and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(z), the “Termination Price”). 100% of the Holders of the Class [X] Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] Certificates, elects to terminate the Trust Fund pursuant to clause (b) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] day and no later than the [ ] day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] Certificates, the Class [A-IO] Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vu) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wv) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xw) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (yx) the Class [A-IO] IO Termination Amount and (zy) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (v)-(zu) through (z), the “Termination Price”). 100% of the Holders of the Class [X] Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (cb) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] Certificates, elects to terminate the Trust Fund pursuant to clause (ba) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g6.05(i), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Class RL Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] Certificateholders RL Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (dc) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (cb) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (cb) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (ed) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]35% of the Initial Aggregate Certificate Principal BalanceBalance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period for such date is less than ten percent of the Cut-off Date Pool Balance, either 100 percent of the Holders of the Class X Certificates or the Master Servicer, acting directly or through one or more Affiliates, shall have the option to may purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (v) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (x) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (y) the Class [A-IO] IO Termination Amount and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(z)such amount, the “Termination Price”). 100% of Either the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from or the Master Servicer. The Master Servicer , as applicable, shall deliver written notice of its intention to exercise such option to the Trustee and the Master Servicer not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer so to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders any Holder of the Class [X] X Certificates explicitly declines to do not direct the Master Servicer to exercise the right as set forth in this Sectionso. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] Certificates, elects X Certificates elect to terminate the Trust Fund pursuant to clause (b) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of such Person intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g)6.05, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vu) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wv) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xw) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (yx) the Class [A-IO] IO Termination Amount and (zy) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (v)-(zu) through (z), the “Termination Price”). 100% of the Holders of the Class [X] Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (cb) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] Certificates, elects to terminate the Trust Fund pursuant to clause (ba) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g6.05(i), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual CertificatesClass RL Certificate, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] Certificateholders RL Certificate shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (dc) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (cb) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (cb) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (ed) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vu) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wv) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xw) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (yx) the Class [A-IO] IO Termination Amount and (zy) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(zu) through (y), the “Termination Price”). 100% of the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] X Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (cb) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] X Certificates, elects to terminate the Trust Fund pursuant to clause (ba) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g6.05(h), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (dc) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (cb) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (cb) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (ed) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]35% of the Initial Aggregate Certificate Principal BalanceBalance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may shall consult Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated or any other financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period for such date is less than ten percent of the Cut-off Date Pool Balance, either the Majority Holder of the Residual Certificates or the Master Servicer, acting directly or through one or more Affiliates, shall have the option to may purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vw) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wx) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xy) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (y) the Class [A-IO] Termination Amount Loan and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(z)such amount, the “Termination Price”). 100% Either the Majority Holder of the Holders of the Class [X] Residual Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from or the Master Servicer. The Master Servicer , as applicable, shall deliver written notice of its intention to exercise such option to the Trustee and the Master Servicer not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] Certificates in an amount equal to the Termination Price. The right of the Holders Majority Holder of the Class [X] Residual Certificates to direct the Master Servicer so to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders Majority Holder of the Class [X] Residual Certificates explicitly declines to do not direct the Master Servicer to exercise the right as set forth in this Sectionso. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction Majority Holder of the Holders of the Class [X] Certificates, Residual Certificates elects to terminate the Trust Fund pursuant to clause (b) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of such Person intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g)6.05, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] Certificates, the Class [A-IO] Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above)Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vu) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wv) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xw) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (yx) the Class [A-IO] IO Termination Amount, (y) any outstanding Reimbursement Amount and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(zv) through (z), the “Termination Price”); provided that either (i) any such purchase shall not result in a draw upon the Class A-F5 Policy or (ii) the Master Servicer shall have first obtained the consent of the Class A-F5 Insurer. 100% of the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] X Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (cb) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each CertificateholderCertificateholder and the Class A-F5 Insurer. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] X Certificates, elects to terminate the Trust Fund pursuant to clause (ba) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders and the Class A-F5 Insurer mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g6.05(f), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (dc) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (cb) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (cb) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (ed) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]35% of the Initial Aggregate Certificate Principal BalanceBalance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period for such date is less than ten percent of the Cut-off Date Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to may purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (v) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (x) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (y) the Class [A-IO] IO Termination Amount and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(z), the “Termination Price”). 100% of the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] X Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] X Certificates, elects to terminate the Trust Fund pursuant to clause (b) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]35% of the Initial Aggregate Certificate Principal BalanceBalance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period for such date is less than ten percent of the Cut-off Date Pool Balance, either the Majority Holder of the Residual Certificates or the Master Servicer, acting directly or through one or more Affiliates, shall have the option to may purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vw) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wx) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xy) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (y) the Class [A-IO] Termination Amount Loan and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(z)such amount, the “Termination Price”). 100% Either the Majority Holder of the Holders of the Class [X] Residual Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from or the Master Servicer. The Master Servicer , as applicable, shall deliver written notice of its intention to exercise such option to the Trustee and the Master Servicer not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] Certificates in an amount equal to the Termination Price. The right of the Holders Majority Holder of the Class [X] Residual Certificates to direct the Master Servicer so to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders Majority Holder of the Class [X] Residual Certificates explicitly declines to do not direct the Master Servicer to exercise the right as set forth in this Sectionso. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction Majority Holder of the Holders of the Class [X] Certificates, Residual Certificates elects to terminate the Trust Fund pursuant to clause (b) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of such Person intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g)6.05, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] Certificates, the Class [A-IO] Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above)Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vu) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wv) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xw) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (yx) the Class [A-IO] IO Termination Amount and (zy) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (v)-(zu) through (z), the “Termination Price”). 100% of the Holders of the Class [X] Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. 156 In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (cb) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] Certificates, elects to terminate the Trust Fund pursuant to clause (ba) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g6.05(i), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Class RL Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] Certificateholders RL Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (dc) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (cb) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (cb) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (ed) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vu) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wv) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xw) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (yx) the Class [A-IO] IO Termination Amount (y) any outstanding Reimbursement Amount and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(zu)-(z), the “Termination Price”). 100% of the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] X Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (cb) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each CertificateholderCertificateholder and the Class 1-A5 Insurer. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] X Certificates, elects to terminate the Trust Fund pursuant to clause (ba) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders and the Class 1-A5 Insurer mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g6.05(h), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (dc) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (cb) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (cb) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (ed) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]35% of the Initial Aggregate Certificate Principal BalanceBalance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period for such date is less than ten percent of the Cut-off Date Pool Balance, either 100 percent of the Holders of the Class X Certificates or the Master Servicer, acting directly or through one or more Affiliates, shall have the option to may purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vw) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wx) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xy) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (y) the Class [A-IO] Termination Amount Loan and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(z)such amount, the “Termination Price”). 100% of Either the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from or the Master Servicer. The Master Servicer , as applicable, shall deliver written notice of its intention to exercise such option to the Trustee and the Master Servicer not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer so to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders any Holder of the Class [X] X Certificates explicitly declines to do not direct the Master Servicer to exercise the right as set forth in this Sectionso. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] Certificates, elects X Certificates elect to terminate the Trust Fund pursuant to clause (b) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of such Person intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g)6.05, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]35% of the Initial Aggregate Certificate Principal BalanceBalance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period for such date is less than ten percent of the Cut-off Date Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to may purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (v) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (x) any unreimbursed Servicing Advances with respect to such Mortgage Loan, Loan (y) the Class [A-IO] IO Termination Amount and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(z), the “Termination Price”). 100% of the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] X Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] X Certificates, elects to terminate the Trust Fund pursuant to clause (b) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vu) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wv) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xw) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (yx) the Class [A-IO] IO Termination Amount and (zy) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (v)-(zu) through (z), the “Termination Price”). 100% of the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] X Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (cb) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] X Certificates, elects to terminate the Trust Fund pursuant to clause (ba) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] Certificates, the Class [A-IO] Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (vu) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (wv) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (xw) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (yx) the Class [A-IO] IO Termination Amount and (zy) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (v)-(zu) through (z), the “Termination Price”). 100% of the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] X Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (cb) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] X Certificates, elects to terminate the Trust Fund pursuant to clause (ba) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g6.05(i), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual CertificatesClass RL Certificate, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] Certificateholders RL Certificate shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (dc) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (cb) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (cb) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (ed) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than [ ]35% of the Initial Aggregate Certificate Principal Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (v) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (x) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (y) the Class [A-IO] IO Termination Amount and (z) the fair market value of all other property of the Trust Fund (the sum of the amounts in clauses (v)-(z), the “Termination Price”). 100% of the Holders of the Class [X] X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class [X] X Certificates at a price equal to the Termination Price. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class [X] X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class [X] X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class [X] X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Distribution Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer on its own behalf, or at the direction of the Holders of the Class [X] X Certificates, elects to terminate the Trust Fund pursuant to clause (b) of Section 10.02, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders the Master Servicer shall notify the Depositor and the Trustee of the date of termination of the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] 5th day and no later than the [ ] 28th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Trustee for deposit in the Certificate Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the purchaser the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in each case on the final Distribution Date and in the order set forth in Section 6.05(g), in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate (plus, as to the Class [A-IO] IO Certificates, the Class [A-IO] IO Termination Amount, in the case of termination pursuant to Section 10.02(a) or (b) above), and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Certificate Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class [R] R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. (d) In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 10.02, the Master Servicer shall reimburse itself and each applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order. (e) Promptly following the sale of the Mortgage Loans pursuant to this Section, the Master Servicer shall notify each Servicer in writing of the date of sale and the identity of the purchaser.