Common use of Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans Clause in Contracts

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Depositor at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both Section 7.01(b) and/or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] (c) Any termination On the Initial Optional Termination Date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Trust Fund pursuant to clause (a)(ii) above shall be effected by Mortgage Loans. If the auction by the Trustee of Auction Administrator receives at least three bids for all of the Mortgage Loans and any related REO Properties via a solicitation (collectively, the “Assets”), and one of such bids in accordance with procedures is equal to be agreed upon or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an “Auction”) the related Assets to the highest bidder (the “Auction Purchaser”) at the price offered by the Trustee and Auction Purchaser (the Depositor“Mortgage Loan Auction Price”). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Trustee Auction Administrator shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything give notice to the contrary hereinRating Agencies, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance Certificate Insurer and each Servicer that is servicing any of the Mortgage Loans as of the Cut-off sale of the related Assets pursuant to this Section 7.01(b) (an “Auction Sale”) and of the date of such auction (the “Auction Date”). (c) In the event that the Master Servicer chooses to exercise its optional termination rights it shall do so in accordance with the following: (i) On any Distribution Date occurring after the Initial Optional Termination Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Mortgage Loans and all other assets of the Trust Fund (the “Purchase Date”) deliver written notice to the Trustee, Certificate Insurer and the Securities Administrator and either (a) deposit in the Distribution Account the related Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the Master Servicer at a price equal to the related Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. James'sCouxx xx Xx. Xxxxx'x, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Clean-Up Call Price or (b) state in such notice that the Optional Termination Clean-Up Call Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Depositor at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the CutClean-off DateUp Call Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Redemption Price or Clean-Up Call Price, as applicable, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(b) (if the Holder of the Class LT-R Certificate chooses to sell the assets of the Trust Fund in connection with the redemption of the Certificates) or Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination The Certificates shall be subject to optional redemption by the Holder of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids Class LT-R Certificate, in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bidwhole but not in part, provided that such bid equals on any Distribution Date on or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to after the date of termination. The right of on which the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Aggregate Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent is equal to or less of the Stated Principal Balance of the Mortgage Loans as than 20% of the Cut-off Date Balance. If the Holder of the Class LT-R Certificate elects to redeem the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the "Redemption Date"), deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price therefore or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Redemption Date. In connection with such redemption, if the Holder of the Class LT-R Certificate elects to liquidate the assets of the Trust Fund, such Holder shall cause the Trustee to cause each REMIC to adopt a plan of complete liquidation for federal income tax purposes by complying with the provisions of Section 7.02. (c) On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custody Agreements.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale distribution of proceeds in connection with the exercise of the property held by the Trust Fund at auction in accordance with Section 7.01(c) Clean-up Call and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved]In connection with an exercise of the Clean-up Call, the Trustee, as directed by the Securities Administrator, shall cause each REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03. (c) Any termination of The Depositor, the Trust Fund pursuant to clause (a)(ii) above shall be effected by Master Servicer, each Servicer, the auction by Servicing Administrator, the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by Securities Administrator, the Trustee and the Depositor. The Trustee Custodian shall accept be paid or reimbursed from the highest such bidClean-up Call Price for any Advances, provided that such bid equals or exceeds the amount described Servicing Advances, accrued and unpaid Servicing Fees (including, in the definition case of "Optional Termination Price." Notwithstanding anything Mortgage Loans serviced by Cenlar FSB, any accrued and unpaid Servicing Administrator Fees allocable therefrom), Securities Administrator Fees and Trustee Fees, any unpaid expenses or indemnification amounts or other amounts with respect to the contrary hereinrelated Mortgage Loans that are payable or reimbursable to such parties under this Agreement, the Optional Termination Price received by related Servicing Agreement or the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day Custodial Agreement prior to distributions to any Certificateholder. (d) On any date on which the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Aggregate Stated Principal Balance is less than ten percent (10%) of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. , the Master Servicer may terminate the Trust Fund by purchasing all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan for the Clean-up Call Price. The Master Servicer shall provide to the Securities Administrator not less than thirty (d30) days prior written notice of its intent to exercise its purchase and termination right under this Section 7.01(d) and comply with the requirements of this Article VII to effect a “qualified liquidation” under the REMIC Provisions. The Servicer Depositor, the Securities Administrator and the Trustee shall be reimbursed from the Optional Termination Price for hereby consent to any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreementexercise.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(c7.01(b) or 7.01(c)(ii) and (y) and Section 7.01(c)(iii) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date related to the Group 1 Mortgage Loans, the, Auction Administrator shall solicit bids for the Group 1 Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Group 1 Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell the related Trust Collateral to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the initial Optional Termination Date for the Group 1 Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Group 1 Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group 1 Mortgage Loans of the sale of the related Group 1 Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of the Trust Fund pursuant to clause (a)(ii) above rights it shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids do so in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.following:

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has (I) the right to direct the Master Servicer to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property and (II) the obligation to purchase such property from the Master Servicer at the Clean-Up Call Price. If the Depositor elects to so direct the Master Servicer, the Master Servicer shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition Distribution Account the Clean-Up Call Price or (b) state in such notice that the Clean-Up Call Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of "Optional Termination such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Clean-Up Call Price whereupon the Master Servicer shall immediately sell such property to the Depositor at a price equal to the Clean-Up Call Price." . Notwithstanding anything in this Agreement to the contrary hereincontrary, the Optional Termination Price 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 Depositor in an amount equal to the Clean-Up Call Price. Notice of any optional redemption shall be mailed by the Trustee shall be deposited by to the Trustee directly into the Distribution Account no Certificateholders not later than the Business Day prior to the date of termination. The right first day of the Trustee to conduct an auction pursuant to month in which the preceding paragraph Purchase Date occurs, and the Certificates shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Dateredeemed in accordance with Section 7.03. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Price Clean-Up Call Price, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trust Administrator pursuant to Section 4.01, the obligation of the Trust Administrator to make a final remittance to the Trustee pursuant to Section 4.05 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 2l years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] On any Distribution Date occurring on or after the Initial Optional Purchase Date, Fieldstone Mortgage Company (cas owner of the servicing rights), with the prior written consent of any NIMS Insurer which consent shall not be unreasonably withheld, has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Fieldstone Mortgage Company has agreed not to exercise such option so long as any NIM Securities remain outstanding. If Fieldstone Mortgage Company fails to exercise such option, the NIMS Insurer, if any, will have the right to exercise such option so long as it is insuring the net interest margin securities or any amounts payable to the NIMS Insurer in respect of the insurance remain unpaid. If Fieldstone Mortgage Company and the NIMS Insurer, if any, fail to exercise such option, the Subservicer will have the right to exercise such option. Upon exercise of such option by Fieldstone Mortgage Company, the NIMS Insurer or the Subservicer, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to Fieldstone Mortgage Company, the auction by NIMS Insurer or the Trustee Subservicer, as applicable, at a price (the “Termination Price”) equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans and REO Properties via a solicitation Loan on the day of bids in accordance such purchase plus interest accrued thereon at the applicable Mortgage Rate with procedures respect to be agreed upon by any Mortgage Loan to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Due Date in the definition of "Optional Termination Price." Notwithstanding anything to Collection Period immediately preceding the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the related Distribution Account no later than the Business Day prior Date to the date of terminationsuch repurchase, (ii) the amount of any costs and damages incurred by the Trust Fund associated with any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan purchased by Fieldstone Mortgage Company, the NIMS Insurer or the Subservicer, as applicable, pursuant to this Section 7.01(b) and (iii) the fair market value of any REO Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by Fieldstone Mortgage Company, any NIMS Insurer and the Trustee. The right of Master Servicer, the Trustee to conduct an auction pursuant to Trust Administrator, the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee Subservicer (or the Trustee, if applicable) shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties Persons under this AgreementAgreement or the Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Master Servicer, the NIMS Insurer or the Subservicer hereunder or the Servicer and the Subservicer thereunder.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination of On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund related to be agreed upon by the Certificates (the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.Redemption Price. 104 (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) (if the Holder of the Class LT-R Certificate chooses to sell the assets of the Trust Fund in connection with the redemption of the Certificates) and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] (c) Any termination The Holder of the Trust Fund pursuant Class LT-R Certificate shall have the option to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of instruct the Trustee to conduct an auction pursuant to redeem the preceding paragraph shall be conditioned upon Certificates, in whole but not in part, on any Distribution Date on or after the aggregate outstanding date on which the Aggregate Stated Principal Balance is equal to or less than [20]% of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. If the Holder of the Class LT-R Certificate elects to cause a redemption of the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the “Redemption Date”), deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price therefor or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Redemption Date. In connection with such redemption, if the Holder of the Class LT-R Certificate elects to liquidate the assets of the Trust Fund, such Holder shall cause the Trustee to cause each REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03. If any Restricted Holder purchases (or provides financing for) the Certificates, the purchase price to be paid by such Restricted Holder for the assets of the Trust Fund shall not be less than the fair market value of those assets, as determined by an appraiser or appraisers selected by the Depositor and agreed upon by the Trustee. (c) [Reserved]. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee Custodian shall be reimbursed from the Optional Termination Price Redemption Price, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Depositor at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the later of (A) the sale of all of the property held by assets in Pool 1 in accordance with Section 7.01(b), if the Trust Fund at auction Holder of the Class 1-LTR Certificate chooses to sell the assets in Pool 1 in connection with the redemption of the Group 1 Certificates and (B) the sale of all of the assets in Pool 2A, Pool 2B and Pool 2C (in the aggregate) in accordance with Section 7.01(c), if the Holder of the Class 2-LTR Certificate chooses to sell the assets in Pool 2A, Pool 2B and Pool 2C (in the aggregate) in connection with the redemption of the Group 2 Certificates and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] (c) Any termination The Holder of the Trust Fund pursuant Class 1-LTR Certificate shall have the option to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of instruct the Trustee to conduct an auction pursuant to redeem the preceding paragraph shall be conditioned upon Group 1 Certificates, in whole but not in part, on any Distribution Date on or after the aggregate outstanding date on which the Aggregate Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent Pool 1 is equal to or less than 20% of the Aggregate Stated Principal Balance of the Mortgage Loans Pool 1 as of the Cut-off Date. If the Holder of the Class 1-LTR Certificate elects to cause a redemption of the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the “Group 1 Redemption Date”), deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price for the Group 1 Certificates or (b) state in such notice that such Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the Group 1 Redemption Date. In connection with such redemption, if the Holder of the Class 1-LTR Certificate elects to liquidate the Pool 1 assets, such Holder shall cause the Trustee to cause each related REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03. If any Restricted Holder purchases (or provides financing for) the Group 1 Certificates, the purchase price to be paid by such Restricted Holder for the Pool 1 assets shall not be less than the fair market value of those assets, as determined by an appraiser or appraisers selected by the Depositor and agreed upon by the Trustee. (c) The Holder of the Class 2-LTR Certificate shall have the option to instruct the Securities Administrator, on behalf of the Trustee, to redeem the Group 2 Certificates, in whole but not in part, on any Distribution Date on or after the date on which the sum of the Aggregate Stated Principal Balances of Pool 2A, Pool 2B and Pool 2C, is equal to or less than 10% of the sum of the Aggregate Stated Principal Balance of Pool 2A, Pool 2B and Pool 2C as of the Cut-off Date. If the Holder of the Class 2-LTR Certificate elects to redeem the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the “Group 2 Redemption Date”), deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price for the Group 2 Certificates or (b) state in such notice that such Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the Group 2 Redemption Date. In connection with such redemption, if the Holder of the Class 2-LTR Certificate elects to liquidate the Pool 2A, Pool 2B and Pool 2C assets, such Holder shall cause the Trustee to cause each related REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee Custodian shall be reimbursed from the Optional Termination Price related Redemption Price, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and or (iii) the Latest Possible Maturity Datec); provided, however, that in no event shall the Trust Fund created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof, and (ii) the Latest Possible Maturity Date. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (cOn any Distribution Date occurring on after the date on which the Aggregate Loan Balance is less than 10% of the Cut-off Date Aggregate Loan Balance, the Class X Certificateholder has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund shall be sold to the Class X Certificateholder at a price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Master Servicer and the Trustee. If the Class X Certificateholder has not exercised such option by the close of business on the third Distribution Date following the Distribution Date specified above, the Depositor shall have the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to clause (a)(iiSection 7.03(a)(i) above shall be effected by hereof to sell all of its property to the auction by Depositor at the Termination Price. If the Depositor elects to exercise such right, then upon receipt of notice thereof the Trustee of all shall promptly notify the Class X Certificateholder thereof, in writing, and shall effect the transfer of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures related property to be agreed upon by the Depositor as provided herein only if the Trustee does not receive notification from the Class X Certificateholder within ten Business Days of the sending of such notice that such Certificateholder intends to promptly exercise its option to purchase such Mortgage Loans and the Depositorrelated property. The Trustee shall accept Master Servicer or any Servicer (or the highest such bidTrustee, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10if applicable) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties the Master Servicer or any Servicer under this AgreementAgreement or the applicable Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Master Servicer and any Servicer hereunder or thereunder.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Securities Administrator pursuant to Section 4.01, the obligation of the Securities Administrator to make a final remittance to the Trustee pursuant to Section 4.06 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10, 9.14 and 9.31) shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] (cOn any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer, with the prior written consent of any NIMS Insurer and the Seller, which consent shall not be unreasonably withheld, has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to the auction by Master Servicer at a price (the Trustee “Termination Price”) equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase, (ii) the fair market value of any REO Property and REO Properties via a solicitation of bids in accordance with procedures any other property held by any REMIC, such fair market value to be determined by an independent appraiser or appraisers mutually agreed upon by the Trustee Master Servicer, any NIMS Insurer and the Depositor. The Trustee shall accept (reduced, in the highest such bidcase of REO Property, provided that such bid equals or by (1) reasonably anticipated disposition costs and (2) any amount by which the fair market value as so reduced exceeds the amount described in outstanding principal balance of the definition of "Optional Termination Price." Notwithstanding anything to related Mortgage Loan) plus interest accrued thereon at the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior applicable Net Mortgage Rate to the date of terminationsuch purchase and (iii) any unreimbursed Servicing Advances; provided, however, if there are any NIM Securities outstanding, the Master Servicer may only exercise its option after receiving the prior written consent of the holders of such NIM Securities and, if such consent is given, the Termination Price shall also include an amount equal to the sum of (1) any accrued interest on the NIM Securities, (2) the unpaid principal balance of any such NIM Securities and (3) any other reimbursable expenses owed by the issuer of the NIM Securities (the “NIM Redemption Amount”). The right of Master Servicer, each Servicer, the Trustee to conduct an auction pursuant to Securities Administrator (or the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage LoansTrustee, at the time of such auction, aggregating ten (10if applicable) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee Custodian shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to any such parties entity under this Agreement, the related Servicing Agreement or the Custodial Agreement, together with any accrued and unpaid compensation and any other amounts due to the Master Servicer, the Securities Administrator or the Trustee hereunder or the Servicers or the Custodian. If the NIMS Insurer directs the Master Servicer to exercise its right to cause the Trust Fund to adopt a plan of complete liquidation as described above, then (i) the Master Servicer shall cause the Trust Fund to adopt a plan of complete liquidation as described above, (ii) the NIMS Insurer shall remit the Termination Price in immediately available funds to the Master Servicer at least three Business Days prior to the applicable Distribution Date and, upon receipt of such funds from the NIMS Insurer, the Master Servicer shall promptly deposit such funds in the Collection Account and (iii) upon termination of the Trust Fund, the Trustee will transfer the property of the Trust Fund to the NIMS Insurer. The NIMS Insurer shall be obligated to reimburse the Master Servicer for its reasonable out-of-pocket expenses incurred in connection with its termination of the Trust Fund at the direction of the NIMS Insurer and shall indemnify and hold harmless the Master Servicer for any losses, liabilities or expenses resulting from any claims directly resulting from or relating to the Master Servicer’s termination of the Trust Fund at the direction of the NIMS Insurer, except to the extent such losses, liabilities or expenses arise out of or result from the Master Servicer’s negligence, bad faith or willful misconduct.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Securities Administrator, the Master Servicer and the Depositor WMMSC created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.Redemption Price. 100 (d) The Depositor, the Master Servicer, each Servicer (including WMMSC), the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination On the Initial Optional Termination date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Trust Fund pursuant to clause (a)(ii) above shall be effected by Mortgage Loans. If the auction by the Trustee of Auction Administrator receives at least three bids for all of the Mortgage Loans and any related REO Properties via a solicitation (collectively, the "Assets"), and one of such bids in accordance with procedures is equal to be agreed upon or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Trustee and Auction Purchaser (the Depositor"Mortgage Loan Auction Price"). The Trustee shall accept If the highest such bidAuction Administrator receives less than three bids, provided or does not receive any bid that such bid equals or exceeds is at least equal to the amount described in Minimum Auction Price, the definition Auction Administrator shall, on each six-month anniversary of "the Initial Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of Date for the Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time of such auctionthe Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, aggregating ten (10) percent or less however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Stated Principal Balance Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies, the Certificate Insurer and each Servicer that is servicing any of the Mortgage Loans as of the Cut-off sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the date of such auction (the "Auction Date"). (c) In the event that the Master Servicer chooses to exercise its optional termination rights it shall do so in accordance with the following: (i) On any Distribution Date occurring after the Initial Optional Termination Date related to the Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Mortgage Loans and all other assets of the Trust Fund related to the Certificates (with respect to the Certificates, the "Purchase Date") deliver written notice to the Trustee, Certificate Insurer and the Securities Administrator and either (a) deposit in the Distribution Account the related Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the Master Servicer at a price equal to the related Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (cOn any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer, with the prior written consent of the NIMS Insurer and the Seller which consent shall not be unreasonably withheld, has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to the auction by Master Servicer at a price (the Trustee "Termination Price") equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Properties via a solicitation of bids in accordance with procedures Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Trustee Master Servicer, the NIMS Insurer and the DepositorTrustee. The Trustee shall accept Master Servicer, each Servicer (or the highest such bidTrustee, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10if applicable) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties the Master Servicer or the Trustee under this AgreementAgreement or the related Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Master Servicer hereunder or the Servicers thereunder. If the Master Servicer fails to exercise its option on the Initial Optional Purchase Date, the NIMS Insurer, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer's guaranty or if the NIMS Insurer is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option and if the NIMS Insurer fails to exercise such option, Aurora Loan Services Inc., an affiliate of the Seller, with the prior consent of the Seller, will have the right to exercise such option.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxxs's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date related to the Group 1 Mortgage Loans, the Auction Administrator shall solicit bids for the Group 1 Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Group 1 Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Group 1 Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Group 1 Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Group 1 Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator 152 reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group 1 Mortgage Loans of the sale of the related Group 1 Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of the Trust Fund pursuant to clause (a)(ii) above rights it shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids do so in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.following:

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date related to the Collateral Allocation Group 5 Mortgage Loans, the Auction Administrator shall solicit bids for the Group 5 Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Group 5 Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Group 5 Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Collateral Allocation Group 5 Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Group 5 Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the 141 Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Collateral Allocation Group 5 Mortgage Loans of the sale of the related Group 5 Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of the Trust Fund pursuant to clause (a)(ii) above rights it shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids do so in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "following: (i) Optional Termination Price." Notwithstanding anything Related to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.Collateral Allocation Group 5

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date7.01(b); provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (cOn any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer, with the prior written consent of the Seller which consent shall not be unreasonably withheld, has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to the auction by Master Servicer at a price (the Trustee "Termination Price") equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Properties via a solicitation of bids in accordance with procedures Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Trustee Master Servicer, the NIMS Insurer and the DepositorTrustee. The Trustee shall accept Master Servicer, each Servicer (or the highest such bidTrustee, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10if applicable) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties the Master Servicer or the Trustee under this AgreementAgreement or the related Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Master Servicer hereunder or the Servicers thereunder. If the Master Servicer fails to exercise its option on the Initial Optional Purchase Date, the NIMS Insurer, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer's guaranty or if the NIMS Insurer is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option and if the NIMS Insurer fails to exercise such option, Aurora Loan Services Inc., an affiliate of the Seller, with the prior consent of the Seller, will have the right to exercise such option.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Terminator has the option to purchase the Mortgage Loans and cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Terminator elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver notices to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Depositor and either (i) deposit in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, Distribution Account the Optional Termination Price received by or (ii) state in such notice that the Trustee Optional Termination Price shall be deposited by the Trustee directly into in the Distribution Account no not later than 5:00 p.m., New York City time on the Business Day prior before the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Terminator at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateOptional Termination Price. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement or the Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both Section 7.01(b) and/or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination Date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any termination of On any Distribution Date occurring after the Initial Optional Termination Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund (the "Purchase Date") deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver notices to the Trustee and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Redemption Price. (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the The Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement or the Mortgage Loan Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date7.01(b); provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. James'sCouxx xx Xx. Xxxxx, living on the date hereof. Any termination of the Trust Fund shall be shxxx xe carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC ProvisionsProvisions as evidenced by an Opinion of Counsel. (b) [Reserved] (cOn any Distribution Date occurring on or after the Initial Optional Purchase Date, the Class X Certificateholder has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to the auction by Class X Certificateholder at a price (the Trustee "Termination Price") equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans and REO Properties via a solicitation Loan on the day of bids in accordance such purchase plus interest accrued thereon at the applicable Mortgage Rate with procedures respect to be agreed upon by any Mortgage Loan from the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Due Date in the definition of "Optional Termination Price." Notwithstanding anything to Collection Period immediately preceding the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the related Distribution Account no later than the Business Day prior Date to the date of termination. The right of such repurchase, (ii) the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance unpaid principal balance of the Mortgage Loans, at Loan related to any REO Property and any other property held by any REMIC and (iii) any unpaid Master Servicing Fee and any amounts owing to the time of such auction, aggregating ten (10) percent or less of Guarantor under this Agreement together with the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost amount of any auction conducted pursuant to (c) above or other amounts Advances and Servicing Advances made with respect to the Mortgage Loans that are reimbursable to the Master Servicer. If the Class X Certificateholder has not exercised such parties option by the close of business on the third Distribution Date following the Initial Optional Purchase Date, the Depositor shall have the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property to the Depositor at the Termination Price. If the Depositor elects to exercise such right, then upon receipt of notice thereof the Trustee shall promptly notify the Class X Certificateholder thereof, in writing, and shall effect the transfer of the Mortgage Loans and related property to the Depositor as provided herein only if the Trustee does not receive notification from the Class X Certificateholder within ten Business Days of the sending of such notice that such Class X Certificateholder intends to promptly exercise its option to purchase such Mortgage Loans and related property. The Master Servicer shall be reimbursed from the Termination Price for any Mortgage Loan or related REO Property for any Advances and Servicing Advances made with respect to the Mortgage Loans that are reimbursable to it under this Agreement, together with any accrued and unpaid fees and expenses due to the Master Servicer hereunder.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodians shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination of On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund related to be agreed upon by the Certificates (the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Securities Administrator, the Master Servicer and the Depositor WMMSC created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.applicable

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has (I) the right to direct the Master Servicer to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property and (II) the obligation to purchase such property from the Master Servicer at the Clean-Up Call Price. If the Depositor elects to so direct the Master Servicer, the Master Servicer shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Clean-Up Call Price or (b) state in such notice that the Optional Termination Clean-Up Call Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of terminationMaster Servicer at a price equal to the Clean-Up Call Price whereupon the Master Servicer shall immediately sell such property to the Depositor at a price equal to the Clean-Up Call Price. The right Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trustee to conduct Trust Fund unless and until the Master Servicer shall have received funds from the Depositor in an auction pursuant amount equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the CutClean-off DateUp Call Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Redemption Price or Clean-Up Call Price, as applicable, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are 117941 Sequoia 2004-9 Pooling and Servicing Agmt. reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver notices to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Redemption Price. (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the The Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by Master Servicer, each Servicer, the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with the procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such any bid, provided that such bid which equals or exceeds the amount described in the definition of "Optional Termination Price." as determined by the Servicer. Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement or the Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCxxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of rights it shall do so in accordance with the following: (i) On any Distribution Date occurring after the Initial Optional Termination Date related to the Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance the Trust Fund related to the Certificates (with procedures respect to be agreed upon by the Certificates, the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Daterelated Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for 108 any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and or (iii) the Latest Possible Maturity Datec); provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James'sXxxxx, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC ProvisionsProvisions as evidenced by an Opinion of Counsel. (b) [Reserved] (cOn any Distribution Date occurring on or after the Initial Optional Purchase Date, the Class X Certificateholder has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to the auction by Class X Certificateholder at a price (the Trustee "Termination Price") equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans and REO Properties via a solicitation Loan on the day of bids in accordance such purchase plus interest accrued thereon at the applicable Mortgage Rate with procedures respect to be agreed upon by any Mortgage Loan from the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Due Date in the definition of "Optional Termination Price." Notwithstanding anything to Collection Period immediately preceding the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the related Distribution Account no later than the Business Day prior Date to the date of termination. The right of such repurchase, (ii) the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance unpaid principal balance of the Mortgage Loans, at Loan related to any REO Property and any other property held by any REMIC and (iii) any unpaid Master Servicing Fee and any amounts owing to the time of such auction, aggregating ten (10) percent or less of Guarantor under this Agreement together with the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost amount of any auction conducted pursuant to (c) above or other amounts Advances and Servicing Advances made with respect to the Mortgage Loans that are reimbursable to the Master Servicer. If the Class X Certificateholder has not exercised such parties option by the close of business on the third Distribution Date following the Initial Optional Purchase Date, the Depositor shall have the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property to the Depositor at the Termination Price. If the Depositor elects to exercise such right, then upon receipt of notice thereof the Trustee shall promptly notify the Class X Certificateholder thereof, in writing, and shall effect the transfer of the Mortgage Loans and related property to the Depositor as provided herein only if the Trustee does not receive notification from the Class X Certificateholder within ten Business Days of the sending of such notice that such Class X Certificateholder intends to promptly exercise its option to purchase such Mortgage Loans and related property. The Master Servicer shall be reimbursed from the Termination Price for any Mortgage Loan or related REO Property for any Advances and Servicing Advances made with respect to the Mortgage Loans that are reimbursable to it under this Agreement, together with any accrued and unpaid fees and expenses due to the Master Servicer hereunder.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Certificate Account no later than the Business Day prior to the date of immediately upon such termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement or the Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) (if the Holder of the Class LT-R Certificate chooses to sell the assets of the Trust Fund in connection with the redemption of the Certificates) and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] (c) Any termination The Holder of the Trust Fund pursuant Class LT-R Certificate shall have the option to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of instruct the Trustee to conduct an auction pursuant to redeem the preceding paragraph shall be conditioned upon Certificates, in whole but not in part, on any Distribution Date on or after the aggregate outstanding date on which the Aggregate Stated Principal Balance is equal to or less than [20]% of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. If the Holder of the Class LT-R Certificate elects to cause a redemption of the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the “Redemption Date”), deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price therefor or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Redemption Date. In connection with such redemption, if the Holder of the Class LT-R Certificate elects to liquidate the assets of the Trust Fund, such Holder shall cause the Trustee to cause each REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03. If any Restricted Holder purchases (or provides financing for) the Certificates, the purchase price to be paid by such Restricted Holder for the assets of the Trust Fund shall not be less than the fair market value of those assets, as determined by an appraiser or appraisers selected by the Depositor and agreed upon by the Trustee. (c) [Reserved]. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee Custodian shall be reimbursed from the Optional Termination Price Redemption Price, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination Date, at the option of and in consultation with the Depositor, the Auction Administrator shall solicit bids for the Pool Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Pool Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell the related Pool Assets to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, unless the Servicer exercises its option under subsection (c) below, the Auction Administrator shall, on each six-month anniversary of the initial Optional Termination Date, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Pool Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and the Servicer that is servicing any of the Mortgage Loans of the sale of the Pool Assets pursuant to this Section 7.01(b) (an “Auction Sale”) and of the date of such auction (the “Auction Date”). The Trustee may engage an investment banking firm and/or other agents in connection with the Auction, the cost of which shall be included in the Minimum Auction Price (unless an Optional Termination does not occur in which case such costs shall be an expense of the Trust Fund); provided, however, that any such engagement and the choice of any such investment banking firm and/or other agents shall be subject to the consent of the Depositor. (c) Any termination of On any Distribution Date occurring after the Initial Optional Purchase Date, the Servicer shall have the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund (the “Purchase Date”) deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Daterelated Redemption Price. (d) The Servicer and Depositor, the Servicer, the Trustee and each Custodian shall be reimbursed from the Optional Termination Redemption Price for any P&I Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has (I) the right to direct the Master Servicer to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property and (II) the obligation to purchase such property from the Master Servicer at the Clean-Up Call Price. If the Depositor elects to so direct the Master Servicer, the Master Servicer shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition Distribution Account the Clean-Up Call Price or (b) state in such notice that the Clean-Up Call Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of "Optional Termination such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Clean-Up Call Price whereupon the Master Servicer shall immediately sell such property to the Depositor at a price equal to the Clean-Up Call Price." . Notwithstanding anything in this Agreement to the contrary hereincontrary, the Optional Termination Price 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 Depositor in an amount 150029 Sequoia 2005-3 Pooling and Servicing Agmt. equal to the Clean-Up Call Price. Notice of any optional redemption shall be mailed by the Trustee shall be deposited by to the Trustee directly into the Distribution Account no Certificateholders not later than the Business Day prior to the date of termination. The right first day of the Trustee to conduct an auction pursuant to month in which the preceding paragraph Purchase Date occurs, and the Certificates shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Dateredeemed in accordance with Section 7.03. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Price Clean-Up Call Price, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of rights it shall do so in accordance with the following: (i) On any Distribution Date occurring after the Initial Optional Termination Date related to the Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance the Trust Fund related to the Certificates (with procedures respect to be agreed upon by the Certificates, the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Daterelated Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has (I) the right to direct the Master Servicer to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property and (II) the obligation to purchase such property from the Master Servicer at the Clean-Up Call Price. If the Depositor elects to so direct the Master Servicer, the Master Servicer shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Clean-Up Call Price or (b) state in such notice that the Optional Termination Clean-Up Call Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of terminationMaster Servicer at a price equal to the Clean-Up Call Price whereupon the Master Servicer shall immediately sell such property to the Depositor at a price equal to the Clean-Up Call Price. The right Notwithstanding anything in this Agreement to the contrary, the Master Sevicer shall not be obligated to purchase the assets of the Trustee to conduct Trust Fund unless and until the Master Servicer shall have received funds from the Depositor in an auction pursuant amount equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the CutClean-off DateUp Call Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Redemption Price or Clean-Up Call Price, as applicable, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. James'sCouxx xx Xx. Xxxxx'x, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver notices to the Trustee and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Servicer at a price equal to the Redemption Price. (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the The Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement or the Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Securities Administrator pursuant to Section 4.01, the obligations of the Securities Administrator to make a final remittance to the Trustee pursuant to Section 4.07 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (cOn any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer, with the prior written consent of the NIMS Insurer and the Seller which consent shall not be unreasonably withheld, has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to the auction by Master Servicer at a price (the Trustee "Termination Price") equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Properties via a solicitation of bids in accordance with procedures Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Trustee Master Servicer, the NIMS Insurer and the DepositorTrustee. The Trustee shall accept Master Servicer, each Servicer (or the highest such bidTrustee, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10if applicable) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties the Master Servicer or the Securities Administrator under this AgreementAgreement or the related Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Master Servicer hereunder or the Servicers thereunder. If the Master Servicer fails to exercise its option on the Initial Optional Purchase Date, the NIMS Insurer, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer's guaranty or if the NIMS Insurer is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option. Each of the Master Servicer and the NIMS Insurer has agreed not to cause the liquidation of the Trust Fund pursuant to this Section 701(b) so long as any NIM Securities remain outstanding.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Securities Administrator pursuant to Section 4.01, the obligation of the Securities Administrator to make a final remittance to the Trustee pursuant to Section 4.07 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10, 9.14 and 9.31) shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] (cOn any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer, with the prior written consent of any NIMS Insurer and the Seller, which consent shall not be unreasonably withheld, has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. The Master Servicer has agreed not to exercise such option so long as any NIM Securities remain outstanding. Upon exercise of such option, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to the auction by Master Servicer at a price (the Trustee “Termination Price”) equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase, (ii) the fair market value of any REO Property and REO Properties via a solicitation of bids in accordance with procedures any other property held by any REMIC, such fair market value to be determined by an independent appraiser or appraisers mutually agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bidMaster Servicer, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer any NIMS Insurer and the Trustee and (iii) any unreimbursed Servicing Advances. The Master Servicer, each Servicer, the Securities Administrator (or the Trustee, if applicable) and each Custodian shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to any such parties entity under this Agreement or the related Servicing Agreement or the related Custodial Agreement, together with any accrued and unpaid compensation and any other amounts due to the Master Servicer, the Securities Administrator or the Trustee hereunder or the Servicers or the Custodians thereunder.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has (I) the right to direct the Master Servicer to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property and (II) the obligation to purchase such property from the Master Servicer at the Clean-Up Call Price. If the Depositor elects to so direct the Master Servicer, the Master Servicer shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Clean-Up Call Price or (b) state in such notice that the Optional Termination Clean-Up Call Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of terminationMaster Servicer at a price equal to the Clean-Up Call Price whereupon the Master Servicer shall immediately sell such property to the Depositor at a price equal to the Clean-Up Call Price. The right Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trustee to conduct Trust Fund unless and until the Master Servicer shall have received funds from the Depositor in an auction pursuant amount equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the CutClean-off DateUp Call Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Clean-Up Call Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement. 125547 Sequoia 2004-11 Pooling and Servicing Agmt.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination of On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund related to be agreed upon by the Certificates (the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the 105 Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to the Certificateholders and the Certificate Insurer as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination Date, at the option of and in consultation with the Depositor, the Auction Administrator shall solicit bids for the Pool Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Pool Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell the related Pool Assets to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, unless the Servicer exercises its option under subsection (c) below, the Auction Administrator shall, on each six-month anniversary of the initial Optional Termination Date, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Pool Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies, the Certificate Insurer and the Servicer that is servicing any of the Mortgage Loans of the sale of the Pool Assets pursuant to this Section 7.01(b) (an “Auction Sale”) and of the date of such auction (the “Auction Date”). The Trustee may engage an investment banking firm and/or other agents in connection with the Auction, the cost of which shall be included in the Minimum Auction Price (unless an Optional Termination does not occur in which case such costs shall be an expense of the Trust Fund); provided, however, that any such engagement and the choice of any such investment banking firm and/or other agents shall be subject to the consent of the Depositor. (c) Any termination of On any Distribution Date occurring after the Initial Optional Purchase Date, the Servicer shall have the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund (the “Purchase Date”) deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day Remittance Date prior to the date applicable Purchase Date. Upon exercise of termination. The right such option, the property of the Trustee to conduct an auction pursuant Trust Fund shall be sold to the preceding paragraph shall be conditioned upon Servicer at a price equal to the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Daterelated Redemption Price. (d) The Servicer Depositor, the Servicer, the Trustee, the Certificate Insurer and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any P&I Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the Servicing Agreement or the related Custodial Agreement or the Insurance Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), ) shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date7.01(b); provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxxs's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals On any Distribution Date occurring on or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to after the date of termination. The right of on which the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Total Loan Balance of the Mortgage Loans, at the time of such auction, aggregating ten (is less than 10) percent or less of the Stated Principal Balance of the Mortgage Loans as % of the Cut-off Date. Date Total Loan Balance, the Class X Certificateholder has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund shall be sold to the Class X Certificateholder at a price (dthe "Termination Price") The equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Servicer and the Trustee Trustee. The Servicer (or the Trustee, if applicable) shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties the Servicer under this AgreementAgreement or the Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Servicer hereunder or thereunder.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and or (iii) the Latest Possible Maturity Datec); provided, however, that in no event shall the Trust Fund created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof, and (ii) the Latest Possible Maturity Date. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination On any Distribution Date occurring on or after the Distribution Date on which the Aggregate Loan Balance is less than 10% of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Aggregate Loan Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. , the Holder of a Class X Certificate has the option to purchase all, but not less than all, of the Mortgage Loans, REO Property and any other related property in its related Mortgage Pool for the related Termination Price, and, upon exercise of such option, such Mortgage Loans and related property shall be sold to the Holder of the related Class X Certificate. If any Class X Certificateholder has not exercised such option by the close of business on the third Distribution Date following the Distribution Date specified above, Aurora (dor, if Aurora is not a Servicer, then the Master Servicer) The Servicer shall have the option to purchase all, but not less than all, of the Mortgage Loans, REO Property and any other related property in the related Mortgage Pool for the related Termination Price, and, upon exercise of such option, such Mortgage Loans and related property shall be sold to Aurora (or the Master Servicer, as applicable). If Aurora (or the Master Servicer, as applicable) elects to exercise such right as to any Mortgage Pool, then upon receipt of notice thereof the Trustee shall be reimbursed from promptly notify the Optional Termination Price for any Advancesrelated Class X Certificateholder thereof, Servicer Advancesin writing, accrued and unpaid Servicing Fees, shall effect the cost transfer of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans and related property to Aurora (or the Master Servicer, as applicable) as provided herein only if the Trustee does not receive notification from such Class X Certificateholder within ten Business Days of the sending of such notice that are reimbursable such Certificateholder intends to promptly exercise its option to purchase such parties under this AgreementMortgage Loans and related property. When each Holder of a Class X Certificate, or Aurora (or the Master Servicer, as applicable), has exercised such option as to all Mortgage Pools, the Trust Fund shall adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Holders of the Class X Certificates or Aurora (or the Master Servicer) exercise such options as to all Mortgage Pools, the aggregate of the Purchase Prices shall equal the Termination Price.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both Section 7.01(b) and/or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. Jamestxx Xxxxx xx Xx. Xames's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination Date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, 113 an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any termination of On any Distribution Date occurring after the Initial Optional Termination Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund (the "Purchase Date") deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." 77 Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(c7.01(b) or 7.01(c)(ii) and (y) and Section 7.01(c)(iii) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date related to the Group 1 Mortgage Loans, the Auction Administrator shall solicit bids for the Group 1 Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Group 1 Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Group 1 Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Group 1 Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Group 1 Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group 1 Mortgage Loans of the sale of the related Group 1 Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of the Trust Fund pursuant to clause (a)(ii) above rights it shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids do so in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.following:

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambassaxxx xx xxx Xxxxxx States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Purchase Date the Auction Administrator shall solicit bids for the Mortgage Loans, any related REO Property and any other property remaining in the Trust Fund (collectively, the "Assets") from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Purchase Date for the Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Purchase Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of rights it shall do so in accordance with the following: On any Distribution Date occurring after the Initial Optional Purchase Date related to the Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of 100 complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund related to be agreed upon by the Certificates (the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior to applicable Purchase Date. Upon exercise of such option, the date of termination. The right property of the Trustee Trust Fund related to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of shall be sold to the Cut-off DateMaster Servicer at a price equal to the related Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination related Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), 7.02 shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date7.01(b); provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James'sXxxxx, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC ProvisionsProvisions as evidenced by an Opinion of Counsel. (b) [Reserved] If at any time the monthly expenses incurred by the Servicer in connection with servicing the Mortgage Loans exceeds the amount of its monthly Servicing Fee (cas evidenced by an Officer's Certificate of the Servicer delivered to the Trustee and the Guarantor), but in no event earlier than the Initial Optional Purchase Date, the Servicer, with the prior consent of the Seller (which consent shall not be unreasonably withheld) Any termination has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to the auction by Servicer at a price (the Trustee "Termination Price") equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans and REO Properties via a solicitation Loan on the day of bids in accordance such purchase plus interest accrued thereon at the applicable Mortgage Rate with procedures respect to be agreed upon by any Mortgage Loan from the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Due Date in the definition of "Optional Termination Price." Notwithstanding anything to Collection Period immediately preceding the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the related Distribution Account no later than the Business Day prior Date to the date of termination. The right of such repurchase, (ii) the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance unpaid principal balance of the Mortgage Loans, at the time of such auction, aggregating ten Loan related to any REO Property and any other property held by any REMIC and (10iii) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, Fee and any amounts owing to the cost Guarantor under this Agreement together with the amount of any auction conducted pursuant to (c) above or other amounts Advances and Servicing Advances made with respect to the Mortgage Loans that are reimbursable to the Servicer. If the Servicer has not exercised such parties under this Agreementoption by the close of business on the third Distribution Date following the Initial Optional Purchase Date, Aurora, with the prior consent of the Seller (which consent shall not be unreasonably withheld) shall have the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property to Aurora at the Termination Price. If Aurora elects to exercise such right, then upon receipt of notice thereof the Trustee shall promptly notify the Servicer thereof, in writing, and shall effect the transfer of the Mortgage Loans and related property to Aurora as provided herein only if the Trustee does not receive notification from the Servicer within ten Business Days of the sending of such notice that the Servicer intends to promptly exercise its option to purchase such Mortgage Loans and related property.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(b) (if the Class LTR Holder so chooses to sell the assets of the Trust Fund in connection with the redemption of the Certificates) or Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination The Certificates shall be subject to optional redemption by the holder of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids Class LTR Certificate, in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bidwhole but not in part, provided that such bid equals on any Distribution Date on or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to after the date of termination. The right of on which the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Aggregate Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent is equal to or less of the Stated Principal Balance of the Mortgage Loans as than 20% of the Cut-off Date Balance. If the Class LTR Certificateholder elects to redeem the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the "Redemption Date"), deliver notices to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price therefore or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 A.M., New York City time on the applicable Redemption Date. In connection with such redemption, if the Class LTR Holder elects to liquidate the assets of the Trust Fund, such Holder shall cause the Trustee to cause each REMIC to adopt a plan of complete liquidation for federal income tax purposes by complying with the provision of Section 7.02. (c) On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver notices to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Auction Administrator and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by sale to the Trustee Servicer of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the DepositorProperties. The Trustee Servicer shall accept have the highest such bidoption, provided that such bid equals or exceeds but not the amount described in obligation, to purchase the definition of "Mortgage Loans and REO Properties at the Optional Termination Price." Price Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Certificate Account no later than the Business Day prior to the date of termination. The right of the Trustee Servicer to conduct an auction purchase the Mortgage Loans and REO Properties pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auctionsale, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (dc) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction sale conducted pursuant to (cb) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver notices to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Redemption Price. (c) Any termination of The Depositor, the Trust Fund pursuant to clause (a)(ii) above shall be effected by Master Servicer, each Servicer, the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee Securities Administrator and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both Section 7.01(b) and/or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] (c) Any termination On the Initial Optional Termination Date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Trust Fund pursuant to clause (a)(ii) above shall be effected by Mortgage Loans. If the auction by the Trustee of Auction Administrator receives at least three bids for all of the Mortgage Loans and any related REO Properties via a solicitation (collectively, the “Assets”), and one of such bids in accordance with procedures is equal to be agreed upon or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an “Auction”) the related Assets to the highest bidder (the “Auction Purchaser”) at the price offered by the Trustee and Auction Purchaser (the Depositor“Mortgage Loan Auction Price”). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Trustee Auction Administrator shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything give notice to the contrary hereinRating Agencies, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance Certificate Insurer and each Servicer that is servicing any of the Mortgage Loans as of the Cut-off sale of the related Assets pursuant to this Section 7.01(b) (an “Auction Sale”) and of the date of such auction (the “Auction Date”). (c) In the event that the Master Servicer chooses to exercise its optional termination rights it shall do so in accordance with the following: (i) On any Distribution Date occurring after the Initial Optional Termination Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Mortgage Loans and all other assets of the Trust Fund (the “Purchase Date”) deliver written notice to the Trustee, Certificate Insurer and the Securities Administrator and either (a) deposit in the Distribution Account the related Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the Master Servicer at a price equal to the related Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved]. (c) Any termination of On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund related to be agreed upon by the Certificates (the “Purchase Date”) deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer and Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and each Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(b) (if the Holder of the Class LTR-1 Certificate or Class LTR-2 Certificate chooses to sell the assets of the Trust Fund related to the last of either the Group 1 Mortgage Loans or Group 2 Mortgage Loans, respectively, in connection with the redemption of the related Certificates) or Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On any Distribution Date occurring on or after the Group 1 Initial Optional Purchase Date or Group 2 Initial Optional Purchase Date, as applicable, the Holder of the Class LTR-1 Certificate or Class LTR-2 Certificate, as applicable, has the option to cause the Trust Fund to adopt a plan of complete liquidation with respect to the applicable Lower-Tier REMIC pursuant to Section 7.03(a)(i) hereof to sell all of the Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and all property in the Trust Fund relating to the Group1 Mortgage Loans or Group 2 Mortgage Loans, respectively. If the Holder of the Class LTR-1 Certificate or Class LTR-2 Certificate, as applicable, elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the related assets of the Trust Fund (the "Purchase Date") deliver notices to the Trustee and either (a) deposit in the Distribution Account the applicable Redemption Price or (b) state in such notice that the applicable Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund relating to the applicable Mortgage Group shall be sold to the Depositor at a price equal to the related Redemption Price. (c) Any termination The Group 1 Certificates shall be subject to optional redemption by the Holder of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids Class LTR-1 Certificate, in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bidwhole but not in part, provided that such bid equals on any Distribution Date on or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to after the date of termination. The right of on which the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Aggregate Stated Principal Balance of the Group 1 Mortgage Loans is equal to or less than 20% of the Cut-off Date Balance of such Mortgage Loans. If the Class LTR-1 Certificateholder elects to redeem the Group 1 Certificates, at it shall, no later than 30 days prior to the Distribution Date selected for redemption (the "Group 1 Redemption Date"), deliver written notice to the Trustee and either (a) deposit in the Distribution Account the Redemption Price therefore or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time of such auction, aggregating ten (10) percent or less on the applicable Group 1 Redemption Date. The Group 2 Certificates shall be subject to optional redemption by the Holder of the Class LTR-2 Certificate, in whole but not in part, on any Distribution Date on or after the date on which the Aggregate Stated Principal Balance of the Group 2 Mortgage Loans as is equal to or less than 20% of the Cut-off Date Balance of such Mortgage Loans. If the Class LTR-2 Certificateholder elects to redeem the Group 2 Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the "Group 2 Redemption Date"), deliver written notice to the Trustee and either (a) deposit in the Distribution Account the Redemption Price therefore or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Group 2 Redemption Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property relating to both Aggregate Pool I and Aggregate Pool II held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Pool I Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property related to Aggregate Pool I. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the related assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination related Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund related to Aggregate Pool I shall be sold to the Depositor at a price equal to the related Redemption Price. On any Distribution Date occurring on or after the Pool II Initial Optional Purchase Date, Sunset has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property related to Aggregate Pool II. If Sunset elects to exercise such option, it shall no later than the Business Day 30 days prior to the date of termination. The right Distribution Date selected for purchase of the Trustee to conduct an auction pursuant related assets of the Trust Fund (the "Purchase Date") deliver written notice to the preceding paragraph Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the related Redemption Price or (b) state in such notice that the related Redemption Price shall be conditioned upon deposited in the aggregate outstanding Stated Principal Balance Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Mortgage Loans, Trust Fund related to Aggregate Pool II shall be sold to the Depositor at a price equal to the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Daterelated Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination related Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the Mortgage Loans in the applicable Aggregate Pool that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(b) (if the Holder of the Class LT-R Certificate chooses to sell the assets of the Trust Fund in connection with the redemption of the Certificates) or Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination The Certificates shall be subject to optional redemption by the Holder of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids Class LT-R Certificate, in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bidwhole but not in part, provided that such bid equals on any Distribution Date on or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to after the date of termination. The right of on which the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Aggregate Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent is equal to or less of the Stated Principal Balance of the Mortgage Loans as than 20% of the Cut-off Date Balance. If the Class LT-R Certificateholder elects to redeem the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the "Redemption Date"), deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price therefore or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Redemption Date. In connection with such redemption, if the Holder of the Class LT-R Certificate elects to liquidate the assets of the Trust Fund, such Holder shall cause the Trustee to cause each REMIC to adopt a plan of complete liquidation for federal income tax purposes by complying with the provisions of Section 7.02. (c) On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with 80091 Pooling and Servicing Agreement Sequoia 2003-3 respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxxs's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date related to the Group 1 Mortgage Loans, the Auction Administrator shall solicit bids for the Group 1 Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Group 1 Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Group 1 Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Group 1 Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Group 1 Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group 1 Mortgage Loans of the sale of the related Group 1 Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination rights it shall do so in accordance with the following: (i) Optional Termination Related to the Group 1 Mortgage Loans. On any Distribution Date occurring after the Initial Optional Termination Date related to the Group 1 Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Group 1 Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Group 1 Mortgage Loans and all other assets of the Trust Fund pursuant related to clause the Group 1 Certificates (a)(iiwith respect to the Group 1 Certificates, the "Purchase Date") above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the Group 1 Assets shall be sold to the Master Servicer at a price equal to the related Redemption Price. (ii) Optional Termination Related to the Aggregate Group II Mortgage Loans. On any Distribution Date occurring on or after the Initial Optional Termination Date related to the Aggregate Group II Mortgage Loans, the Master Servicer has the option to cause the Trust to adopt a plan of complete liquidation of the Aggregate Group II Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than the Business Day 30 days prior to the date of termination. The right Distribution Date selected for purchase of the Trustee to conduct an auction pursuant Aggregate Group II Mortgage Loans and all other assets of the Trust related to the preceding paragraph Aggregate Group II Certificates (with respect to the Aggregate Group II Certificates, the "Purchase Date") deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the related aggregate Redemption Price or (b) state in such notice that the Redemption Price shall be conditioned upon deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Trust related to the Aggregate Group II Certificates shall be sold to the Master Servicer at a price equal to the aggregate outstanding Stated Principal Balance of Redemption Price for the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateAggregate Group II Certificates. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambassxxxx xx xxx Xxxxxd States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation 77 pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Depositor at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and or (iii) the Latest Possible Maturity Datec); provided, however, that in no event shall the Trust Fund created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof, and (ii) the Latest Possible Maturity Date. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (cOn any Distribution Date occurring on after the date on which the Aggregate Loan Balance is less than 10% of the Cut-off Date Aggregate Loan Balance, the Class X Certificateholder has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund shall be sold to the Class X Certificateholder at a price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Master Servicer and the Trustee. If the Class X Certificateholder has not exercised such option by the close of business on the third Distribution Date following the Distribution Date specified above, the Depositor shall have the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to clause (a)(iiSection 7.03(a)(i) above shall be effected by hereof to sell all of its property to the auction by Depositor at the Termination Price. If the Depositor elects to exercise such right, then upon receipt of notice thereof the Trustee of all shall promptly notify the Class X Certificateholder thereof, in writing, and shall effect the transfer of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures related property to be agreed upon by the Depositor as provided herein only if the Trustee does not receive notification from the Class X Certificateholder within ten Business Days of the sending of such notice that such Certificateholder intends to promptly exercise its option to purchase such Mortgage Loans and the Depositorrelated property. The Trustee shall accept Master Servicer or the highest such bidServicer (or the Trustee, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10if applicable) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties the Master Servicer or the Servicer under this AgreementAgreement or the Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Master Servicer and Servicer hereunder or thereunder.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination of On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund related to be agreed upon by the Certificates (the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest earlier of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, Property and (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date7.01(b); provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCxxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination of On any Distribution Date occurring on or after the Trust Fund pursuant to clause (a)(ii) above shall be effected date on which the expenses incurred by the auction by Master Servicer in connection with the Trustee of all master servicing of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or loans exceeds the amount described of its Master Servicing Fee, but in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later event earlier than the Business Day prior to first Distribution Date on which the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Total Loan Balance of the Mortgage Loans, at the time of such auction, aggregating ten (is less than 10) percent or less of the Stated Principal Balance of the Mortgage Loans as % of the Cut-off Date. Date Total Loan Balance, the Master Servicer, with the prior written consent of the Seller which consent shall not be unreasonably withheld, has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price (dthe "Termination Price") The equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Collection Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Master Servicer and the Trustee Trustee. The Master Servicer, each Servicer (or the Trustee, if applicable) shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties the Master Servicer or the Trustee under this AgreementAgreement or the related Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Master Servicer hereunder or the Servicers thereunder. If the Master Servicer fails to exercise its option on the first Distribution Date on which the Total Loan Balance is less than 10% of the Cut-off Date Total Loan Balance, Aurora Loan Services, Inc. may exercise such option with the prior written consent of the Seller.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Depositor at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, the Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the Purchase and Servicing Agreement or the Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Securities Administrator, the Master Servicer and the Depositor WMMSC created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambassxxxx xx xxx Xxxxxd States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Depositor, the Master Servicer, each Servicer (including WMMSC), the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(b) (if the Holder of the Class LT-R Certificates so chooses to sell the assets of the Trust Fund in connection with the redemption of the Certificates) or Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination The Certificates shall be subject to optional redemption by the Holder of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids Class LT-R Certificate, in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bidwhole but not in part, provided that such bid equals on any Distribution Date on or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to after the date of termination. The right of on which the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Aggregate Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent is equal to or less of the Stated Principal Balance of the Mortgage Loans as than 20% of the Cut-off Date Balance. If the Class LT-R Certificateholder elects to redeem the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the "Redemption Date"), deliver notices to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price therefore or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Redemption Date. In connection with such redemption, if the Holder of the Class LT-R Certificate elects to liquidate the assets of the Trust Fund, such Holder shall cause the Trustee to cause each REMIC to adopt a plan of complete liquidation for federal income tax purposes by complying with the provisions of Section 7.02. (c) On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver notices to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not 63963 SEQUOIA 12 Pooling and Servicing Agreement later than 10:00 a.m., New York City time on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale distribution of proceeds in connection with the exercise of the property held by the Trust Fund at auction in accordance with Section 7.01(c) Clean-up Call and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved]In connection with an exercise of the Clean-up Call, the Trustee, at the direction of the Securities Administrator, shall cause each REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03. (c) Any termination of The Depositor, the Trust Fund pursuant to clause (a)(ii) above shall be effected by Master Servicer, each Servicer, the auction by Servicing Administrator, the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee Securities Administrator and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee Custodian shall be reimbursed from the Optional Termination Clean-up Call Price for any Advances, Servicer Servicing Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custodial Agreement prior to distributions to any Certificateholder. (d) On any date on which the Aggregate Stated Principal Balance is less than ten percent (10%) of the Aggregate Stated Principal Balance as of the Cut-off Date, the Master Servicer may terminate the Trust Fund by purchasing all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan for the Clean-up Call Price. The Master Servicer shall provide to the Securities Administrator not less than thirty (30) days prior written notice of its intent to exercise its purchase and termination right under this Section 7.01(d) and comply with the requirements of this Article VII to effect a “qualified liquidation” under the REMIC Provisions. The Depositor, the Securities Administrator and the Trustee hereby consent to any such exercise.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(b) (if the Holder of the Class LT-R Certificate chooses to sell the assets of the Trust Fund in connection with the redemption of the Certificates) or Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination The Certificates shall be subject to optional redemption by the Holder of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids Class LT-R Certificate, in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bidwhole but not in part, provided that such bid equals on any Distribution Date on or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to after the date of termination. The right of on which the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Aggregate Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent is equal to or less of the Stated Principal Balance of the Mortgage Loans as than 20% of the Cut-off Date Balance. If the Holder of the Class LT-R Certificate elects to redeem the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the "Redemption Date"), deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price therefore or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Redemption Date. In connection with such redemption, if the Holder of the Class LT-R Certificate elects to liquidate the assets of the Trust Fund, such Holder shall cause the Trustee to cause each REMIC to adopt a plan of complete liquidation for federal income tax purposes by complying with the provisions of Section 7.02. (c) On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Clean-Up Call Price or (b) state in such notice that the Clean-Up Call Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Clean-Up Call Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Redemption Price or Clean-Up Call Price, as applicable, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(b) (if the Holder of the Class LT-R Certificate chooses to sell the assets of the Trust Fund in connection with the redemption of the Certificates) or Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination The Certificates shall be subject to optional redemption by the Holder of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids Class LT-R Certificate, in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bidwhole but not in part, provided that such bid equals on any Distribution Date on or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to after the date of termination. The right of on which the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Aggregate Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent is equal to or less of the Stated Principal Balance of the Mortgage Loans as than 20% of the Cut-off Date Balance. If the Holder of the Class LT-R Certificate elects to redeem the Certificates, it shall, no later than 30 days prior to the Distribution Date selected for redemption (the "Redemption Date"), deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price therefore or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Redemption Date. In connection with such redemption, if the Holder of the Class LT-R Certificate elects to liquidate the assets of the Trust Fund, such Holder 102020 Sequoia 2004-2 Pooling and Servicing Agmt. shall cause the Trustee to cause each REMIC to adopt a plan of complete liquidation for federal income tax purposes by complying with the provisions of Section 7.02. (c) On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Clean-Up Call Price or (b) state in such notice that the Clean-Up Call Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Clean-Up Call Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Redemption Price or Clean-Up Call Price, as applicable, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with both Section 7.01(c7.01(c)(i) and Section 7.01(c)(ii) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any In the event that the Master Servicer chooses to exercise its optional termination rights it shall do so in accordance with the following: (i) Optional Termination Related to the Aggregate Group I Mortgage Loans. On any Distribution Date occurring on or after the Initial Optional Purchase Date related to the Aggregate Group I Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Aggregate Group I Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Aggregate Group I Mortgage Loans and all other assets of the Trust Fund pursuant related to clause the Aggregate Group I Certificates (a)(iiwith respect to the Aggregate Group I Mortgage Loans, the "Purchase Date") above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund related to the Aggregate Group I Mortgage Loans shall be sold to the Master Servicer at a price equal to the related Redemption Price. (ii) Optional Termination Related to the Aggregate Group II Mortgage Loans. On any Distribution Date occurring on or after the Initial Optional Purchase Date related to the Aggregate Group II Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Aggregate Group II Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than the Business Day 30 days prior to the date of termination. The right Distribution Date selected for purchase of the Trustee to conduct an auction pursuant Aggregate Group II Mortgage Loans and all other assets of the Trust Fund related to the preceding paragraph shall be conditioned upon Aggregate Group II Certificates (with respect to the aggregate outstanding Stated Principal Balance of the Aggregate Group II Mortgage Loans, at the time "Purchase Date") deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the related Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such auctionoption, aggregating ten (10) percent or less the property of the Stated Principal Balance of Trust Fund related to the Aggregate Group II Mortgage Loans as of shall be sold to the Cut-off DateMaster Servicer at a price equal to the related Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee shall be reimbursed from the Optional Termination related Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Securities Administrator, the Master Servicer and the Depositor WMMSC created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by Trustee, the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee Certificate Insurer and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Depositor, the Master Servicer, each Servicer (including WMMSC), the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Trustee and the Depositor Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), the obligation of the Master Servicer to make a final remittance to the Trust Administrator pursuant to Section 4.01, the obligation of the Trust Administrator to make a final remittance to the Trustee pursuant to Section 4.05 and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 2l years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved] On any Distribution Date occurring on or after the Initial Optional Purchase Date, NYMT Servicing Corporation (cas owner of the servicing rights), with the prior written consent of any NIMS Insurer which consent shall not be unreasonably withheld, has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) Any termination hereof to sell all of its property. NYMT Servicing Corporation has agreed not to exercise such option so long as any NIM Securities remain outstanding. If NYMT Servicing Corporation fails to exercise such option, the NIMS Insurer, if any, will have the right to exercise such option so long as it is insuring the net interest margin securities or any amounts payable to the NIMS Insurer in respect of the insurance remain unpaid. If NYMT Servicing Corporation and the NIMS Insurer, if any, fail to exercise such option, the Subservicer will have the right to exercise such option. Upon exercise of such option by NYMT Servicing Corporation, the NIMS Insurer or the Subservicer, the property of the Trust Fund pursuant to clause (a)(ii) above shall be effected by sold to NYMT Servicing corporation, the auction by NIMS Insurer or the Trustee Subservicer, as applicable, at a price (the “Termination Price”) equal to the sum of all (i) 100% of the unpaid principal balance of each Mortgage Loans and REO Properties via a solicitation Loan on the day of bids in accordance such purchase plus interest accrued thereon at the applicable Mortgage Rate with procedures respect to be agreed upon by any Mortgage Loan to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Due Date in the definition of "Optional Termination Price." Notwithstanding anything to Collection Period immediately preceding the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the related Distribution Account no later than the Business Day prior Date to the date of terminationsuch repurchase, (ii) the amount of any costs and damages incurred by the Trust Fund associated with any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan purchased by NYMT Servicing Corporation, the NIMS Insurer or the Subservicer, as applicable, pursuant to this Section 7.01(b) and (iii) the fair market value of any REO Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by NYMT Servicing Corporation, any NIMS Insurer and the Trustee. The right of Master Servicer, the Trustee to conduct an auction pursuant to Trust Administrator, the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee Subservicer (or the Trustee, if applicable) shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of Mortgage Loan or related REO Property for any auction conducted pursuant to (c) above Advances made or other amounts advanced with respect to the Mortgage Loans that are reimbursable to such parties Persons under this AgreementAgreement or the Servicing Agreement (or to the Trustee hereunder), together with any accrued and unpaid compensation due to the Master Servicer, the NIMS Insurer or the Subservicer hereunder or the Servicer and the Subservicer thereunder.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCxxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination Date the Auction Administrator shall solicit bids for the Mortgage Loans, any related REO Property and any other property remaining in the Trust Fund (collectively, the "Assets") from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of rights it shall do so in accordance with the following: On any Distribution Date occurring after the Initial Optional Termination Date related to the Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund related to be agreed upon by the Certificates (the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior to applicable Purchase Date. Upon exercise of such option, the date of termination. The right property of the Trustee Trust Fund related to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of shall be sold to the Cut-off DateMaster Servicer at a price equal to the related Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination related Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date related to the Collateral Allocation Group 1 Mortgage Loans, the Auction Administrator shall solicit bids for the Group 1 Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Group 1 Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Group 1 Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Collateral Allocation Group 1 Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Group 1 Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction 146 Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Collateral Allocation Group 1 Mortgage Loans of the sale of the related Group 1 Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of the Trust Fund pursuant to clause (a)(ii) above rights it shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids do so in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.following:

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxes's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month 111 anniversary of the Initial Optional Termination Date for the Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of rights it shall do so in accordance with the following: (i) On any Distribution Date occurring after the Initial Optional Termination Date related to the Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance the Trust Fund related to the Certificates (with procedures respect to be agreed upon by the Certificates, the "Purchase Date") deliver written notice to the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Daterelated Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambassxxxx xx xxx Xxxxxd States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Depositor at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator, SPS and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale distribution of proceeds in connection with the exercise of the property held by the Trust Fund at auction in accordance with Section 7.01(c) Clean-up Call and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved]In connection with an exercise of the Clean-up Call, the Trustee, at the direction of the Securities Administrator, shall cause each REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03. (c) Any termination of The Depositor, the Trust Fund pursuant to clause (a)(ii) above shall be effected by Master Servicer, each Servicer, the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee Securities Administrator and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee Custodian shall be reimbursed from the Optional Termination Clean-up Call Price for any Advances, Servicer Servicing Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Trustee Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the Servicing Agreements or the Custodial Agreement prior to distributions to any Certificateholder. (d) On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans is less than ten percent (10%) of the Aggregate Stated Principal Balance as of the Cut-off Date, the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding may terminate the Trust Fund by purchasing all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan for the Clean-up Call Price. If the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding does not exercise the right described in the preceding sentence, then on any date on which the Aggregate Stated Principal Balance is less than or equal to three percent (3%) of the Aggregate Stated Principal Balance as of the Cut-off Date, the Master Servicer may terminate the Trust Fund by purchasing all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan for the Clean-up Call Price. The Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding or the Master Servicer, as applicable, shall provide to the Securities Administrator not less than thirty (30) days prior written notice of its intent to exercise its purchase and termination right under this Section 7.01(d) and comply with the requirements of this Article VII to effect a “qualified liquidation” under the REMIC Provisions. The Securities Administrator shall give such notice to the Trustee, the Servicers, the Master Servicer and the Certificate Registrar. The Depositor, the Securities Administrator, SPS, the Master Servicer (in the case of the Holder or Holders of the majority of the Class Principal Amount of the most subordinate Class of Certificates outstanding exercise) and the Trustee hereby consent to any such exercise.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has (I) the right to direct the Master Servicer to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property and (II) the obligation to purchase such property from the Master Servicer at the Clean-Up Call Price. If the Depositor elects to so direct the Master Servicer, the Master Servicer shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Clean-Up Call Price or (b) state in such notice that the Optional Termination Clean-Up Call Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of terminationMaster Servicer at a price equal to the Clean-Up Call Price whereupon the Master Servicer shall immediately sell such property to the Depositor at a price equal to the Clean-Up Call Price. The right Notwithstanding anything in this Agreement to the contrary, the Master Sevicer shall not be obligated to purchase the assets of the Trustee to conduct Trust Fund unless and until the Master Servicer shall have received funds from the Depositor in an auction pursuant amount equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the CutClean-off DateUp Call Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Redemption Price or Clean-Up Call Price, as applicable, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(c7.01(b) or 7.01(c)(ii) and (y) and Section 7.01(c)(iii) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date related to the Group 1 Mortgage Loans, the, Auction Administrator shall, or shall retain an investment bank to, solicit bids for the Group 1 Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Group 1 Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Trust Collateral to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the initial Optional Termination Date for the Group 1 Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Group 1 Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group 1 Mortgage Loans of the sale of the related Group 1 Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination of the Trust Fund pursuant to clause (a)(ii) above rights it shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids do so in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement.following: 106

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(c7.01(b) or 7.01(c)(ii) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesXxxxx xx Xx. Xxxxs's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination date related to the Group 1 Mortgage Loans, the Auction Administrator shall solicit bids for the Group 1 Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Group 1 Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Group 1 Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date for the Group 1 Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Group 1 Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group 1 Mortgage Loans of the sale of the related Group 1 Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any In the event that the Master Servicer chooses to exercise its optional termination rights it shall do so in accordance with the following: (i) Optional Termination Related to the Group 1 Mortgage Loans. On any Distribution Date occurring after the Initial Optional Termination Date related to the Group 1 Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Group 1 Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Group 1 Mortgage Loans and all other assets of the Trust Fund pursuant related to clause the Group 1 Certificates (a)(iiwith respect to the Group 1 Certificates, the "Purchase Date") above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, related Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the Group 1 Assets shall be sold to the Master Servicer at a price equal to the related Redemption Price. (ii) Optional Termination Related to the Aggregate Group II Mortgage Loans. On any Distribution Date occurring on or after the Initial Optional Termination Date related to the Aggregate Group II Mortgage Loans, the Master Servicer has the option to cause the Trust to adopt a plan of complete liquidation of the Aggregate Group II Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than the Business Day 30 days prior to the date of termination. The right Distribution Date selected for purchase of the Trustee to conduct an auction pursuant Aggregate Group II Mortgage Loans and all other assets of the Trust related to the preceding paragraph Aggregate Group II Certificates (with respect to the Aggregate Group II Certificates, the "Purchase Date") deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the related aggregate Redemption Price or (b) state in such notice that the Redemption Price shall be conditioned upon deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the property of the Trust related to the Aggregate Group II Certificates shall be sold to the Master Servicer at a price equal to the aggregate outstanding Stated Principal Balance of Redemption Price for the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateAggregate Group II Certificates. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall 106 terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both Section 7.01(b) and/or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCxxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On the Initial Optional Termination Date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Auction Administrator receives at least three bids for the Assets, and one of such bids is equal to or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price"). If the Auction Administrator receives less than three bids, or does not receive any bid that is at least equal to the Minimum Auction Price, the Auction Administrator shall, on each six-month anniversary of the Initial Optional Termination Date, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time the Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Initial Optional Termination Date unless the Auction Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the Auction Date. (c) Any termination of On any Distribution Date occurring after the Initial Optional Termination Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to clause (a)(ii) above Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall be effected by no later than 30 days prior to the auction by the Trustee of all Distribution Date selected for purchase of the Mortgage Loans and REO Properties via a solicitation all other assets of bids in accordance with procedures the Trust Fund (the "Purchase Date") deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not 107 related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Depositor has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Depositor elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund (the "Purchase Date") deliver notices to the Trustee and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time on the applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Depositor at a price equal to the Redemption Price. (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the The Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. (d) The Servicer and the Trustee shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement or the Mortgage Loan Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] On any Distribution Date occurring on or after the Initial Optional Purchase Date, the majority Holder of the most subordinate Class of Subordinate Certificates then outstanding (cthe "Terminator") Any termination has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Terminator elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver notices to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Depositor and either (i) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (ii) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Terminator at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (dc) The Servicer and the Trustee shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement or the Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambassxxxx xx xxx Xxxxxd States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof to sell all of its property. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date 100 selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver written notice to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time, on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Master Servicer at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement, the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) with respect to Pool 1 or Pool 2, the sale of the property held by the Trust Fund at auction in both Pool 1 and Pool 2 in accordance with Section 7.01(c) and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JamesCoxxx xx Xx. Xxxxx's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved]. (c) Any termination of On any Distribution Date occurring on or after the Pool 1 Initial Optional Purchase Date with respect to the Pool 1 Mortgage Loans and on or after the Pool 2 Initial Optional Purchase Date with respect to the Pool 2 Mortgage Loans, either the Master Servicer or the Depositor has the right to cause the Trust Fund to adopt a plan of complete liquidation with respect to the related REMIC pursuant to clause (a)(ii) above shall be effected by the auction by the Trustee of Sections 7.02 and 7.03 hereof to sell all of the property in such Mortgage Loans and REO Properties via Pool to the Master Servicer or the Depositor, as applicable, at the related Clean-Up Call Price for such Mortgage Pool. The Depositor or the Master Servicer, as applicable, shall no later than 30 days prior to the Distribution Date selected for purchase of the assets in a solicitation of bids in accordance with procedures Mortgage Pool (the "Purchase Date") deliver written notice to be agreed upon by the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the related Clean-Up Call Price for such Mortgage Pool or (b) state in such notice that the related Clean-Up Call Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such optional purchase right, the property in the related Mortgage Pool shall be sold to the Depositor or the Master Servicer, as applicable, at a price equal to the related Clean-Up Call Price. Notice of any optional redemption shall be mailed by the Trustee to the related Certificateholders not later than the first day of the month in which the Purchase Date occurs, and the related Certificates shall be redeemed in accordance with Section 7.03. The Depositor shall have the right of first refusal to exercise its optional purchase right with respect to a Mortgage Pool; and the Master Servicer may only exercise its optional purchase right with respect to a Mortgage Pool if the Master Servicer notifies the Depositor of the Master Servicer's intent to exercise such right and the Depositor declines to exercise its right of first refusal with respect to such Mortgage Pool within five (5) Business Days after its receipt of such notice. In the event the Depositor so declines, the Master Servicer may exercise its optional purchase right within the sixty (60) day period following the date of its notice to the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described in the definition of "Optional Termination Price." Notwithstanding anything to the contrary set forth herein, the Optional Termination Price received by Depositor shall not exercise such optional purchase right with respect to any Mortgage Pool unless the Trustee Depositor (at its expense) shall have delivered an Opinion of Counsel that shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior Independent, nationally recognized ERISA counsel, satisfactory to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon effect that such purchase by the aggregate outstanding Stated Principal Balance Depositor will not result in a prohibited transaction under Title I of ERISA or Section 4975 of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateCode. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator and the Trustee each Custodian shall be reimbursed from the Optional Termination Price related Clean-Up Call Price, for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees and Master Servicing Fees or other amounts with respect to the related Mortgage Loans that are reimbursable to such parties under this Agreement, the related Servicing Agreement or the related Custody Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer and the Depositor Trustee created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. James'sCouxx xx Xx. Xxxxx'x, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] On any Distribution Date occurring on or after the Initial Optional Purchase Date, the majority Holder of the most subordinate Class of Subordinate Certificates then outstanding (cthe "Terminator") Any termination has the option to cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. If the Terminator elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the assets of the Trust Fund pursuant (the "Purchase Date") deliver notices to clause (a)(ii) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Depositor and either (i) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (ii) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account no not later than 10:00 a.m., New York City time on the Business Day prior applicable Purchase Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the date of termination. The right of the Trustee to conduct an auction pursuant Terminator at a price equal to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of the Mortgage Loans, at the time of such auction, aggregating ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans as of the Cut-off DateRedemption Price. (dc) The Servicer and the Trustee shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued accrual and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans that are reimbursable to such parties under this Agreement or the Servicing Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "“qualified liquidation" ” under the REMIC Provisions. (b) [Reserved]. (c) Any termination On any Distribution Date occurring on or after the Initial Optional Purchase Date related to the Aggregate Group I Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Aggregate Group I Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Aggregate Group I Mortgage Loans and all other assets of the Trust Fund pursuant related to clause the Aggregate Group I Certificates (a)(iiwith respect to the Aggregate Group I Mortgage Loans, the “Aggregate Group I Purchase Date”) above shall be effected by the auction by the Trustee of all of the Mortgage Loans and REO Properties via a solicitation of bids in accordance with procedures deliver written notice to be agreed upon by the Trustee and the Depositor. The Trustee shall accept the highest such bid, provided that such bid equals or exceeds the amount described Securities Administrator and either (a) deposit in the definition of "Optional Termination Price." Notwithstanding anything to Distribution Account the contrary herein, Redemption Price or (b) state in such notice that the Optional Termination Redemption Price received by the Trustee shall be deposited by the Trustee directly into in the Distribution Account not later than 10:00 a.m., New York City time, on the Aggregate Group I Purchase Date. Upon exercise of such option, the property of the Trust Fund related to the Aggregate Group I Mortgage Loans shall be sold to the Master Servicer at a price equal to the related Redemption Price. On any Distribution Date occurring on or after the Initial Optional Purchase Date related to the Aggregate Group II Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Aggregate Group II Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than the Business Day 30 days prior to the date of termination. The right Distribution Date selected for purchase of the Trustee to conduct an auction pursuant Aggregate Group II Mortgage Loans and all other assets of the Trust Fund related to the preceding paragraph shall be conditioned upon Aggregate Group II Certificates (with respect to the aggregate outstanding Stated Principal Balance of the Aggregate Group II Mortgage Loans, at the time “Aggregate Group II Purchase Date”) deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the Aggregate Group II Purchase Date. Upon exercise of such auctionoption, aggregating ten (10) percent or less the property of the Stated Principal Balance of Trust Fund related to the Aggregate Group II Mortgage Loans as of shall be sold to the Cut-off DateMaster Servicer at a price equal to the Redemption Price. (d) The Servicer and Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and each Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Servicer Securities Administrator and the Depositor Master Servicer created hereby (other than the obligation of the Trustee Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale or auction of the property held by the Trust Fund at auction in accordance with both (x) Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) [Reserved] (c) Any termination On the Initial Optional Termination date, the Auction Administrator shall solicit bids for the Assets from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Trust Fund pursuant to clause (a)(ii) above shall be effected by Mortgage Loans. If the auction by the Trustee of Auction Administrator receives at least three bids for all of the Mortgage Loans and any related REO Properties via a solicitation (collectively, the "Assets"), and one of such bids in accordance with procedures is equal to be agreed upon or greater than the Minimum Auction Price, the Auction Administrator shall sell (such sale, an "Auction") the related Assets to the highest bidder (the "Auction Purchaser") at the price offered by the Trustee and Auction Purchaser (the Depositor"Mortgage Loan Auction Price"). The Trustee shall accept If the highest such bidAuction Administrator receives less than three bids, provided or does not receive any bid that such bid equals or exceeds is at least equal to the amount described in Minimum Auction Price, the definition Auction Administrator shall, on each six-month anniversary of "the Initial Optional Termination Price." Notwithstanding anything to the contrary herein, the Optional Termination Price received by the Trustee shall be deposited by the Trustee directly into the Distribution Account no later than the Business Day prior to the date of termination. The right of the Trustee to conduct an auction pursuant to the preceding paragraph shall be conditioned upon the aggregate outstanding Stated Principal Balance of Date for the Mortgage Loans, repeat these auction procedures until the Auction Administrator receives a bid that is at least equal to the Minimum Auction Price, at which time of such auctionthe Auction Administrator shall sell the Assets to the Auction Purchaser at that Mortgage Loan Auction Price; provided, aggregating ten (10) percent or less however, that the Auction Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the Stated Principal Balance Initial Optional Termination Date unless the Auction 107 Administrator reasonably believes that there is a reasonable likelihood of receiving a bid of at least the Minimum Auction Price. The Auction Administrator shall give notice to the Rating Agencies, the Certificate Insurer and each Servicer that is servicing any of the Mortgage Loans as of the Cut-off sale of the related Assets pursuant to this Section 7.01(b) (an "Auction Sale") and of the date of such auction (the "Auction Date"). (c) In the event that the Master Servicer chooses to exercise its optional termination rights it shall do so in accordance with the following: (i) On any Distribution Date occurring after the Initial Optional Termination Date related to the Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Mortgage Loans and all other assets of the Trust Fund related to the Certificates (with respect to the Certificates, the "Purchase Date") deliver written notice to the Trustee, Certificate Insurer and the Securities Administrator and either (a) deposit in the Distribution Account the related Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the applicable Purchase Date. Upon exercise of such option, the Assets shall be sold to the Master Servicer at a price equal to the related Redemption Price. (d) The Servicer Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trustee Custodian shall be reimbursed from the Optional Termination Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees, the cost of any auction conducted pursuant to (c) above Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(b) or (c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement.