Common use of Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans Clause in Contracts

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. JxxxxXxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the The Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such datethe date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to one and one quarter percent (1.25%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable EC Trust Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX EC Trust REMIC III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.the

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any The Certificate Administrator shall give the 17g-5 Information Provider notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% one percent (1.00%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.to

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate AdministratorTrustee, to make payments to the Class R R-I Certificateholders, the Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 11.3 10.2 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (including for all purposes of this Article X, the beneficial interest of the Trust in a Mortgaged Property acquired with respect to the Non-Trust Serviced Pari Passu Loan) (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b10.1(b), (iii) the termination of the Trust pursuant to Section 10.1(c) or (iiiiv) voluntary exchange by the Sole Certificateholder transfer of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties property held in the Trust Fund pursuant to the terms of in accordance with Section 11.1(d) below10.1(d); provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JxxxxCoxxx xx Xx. Xxxxx, living on the date hereof. (b) If on any The General Master Sexxxxxr shall give the Trustee notice of the date when the Aggregate Stated aggregate Principal Balance of the Mortgage Loans Loans, after giving effect to distributions of principal made on the next Distribution Date, is less than or equal to 1.01% of the initial Aggregate Stated Certificate Balance of the Certificates as of the Closing Date. In order to make such determination, the NCB Master Servicer shall inform the General Master Servicer (which may be through providing the General Master Servicer access to the NCB Master Servicer's website) of the Principal Balance of the Co-op Mortgage Loans on a monthly basis, or at an accelerated interval as requested by the General Master Servicer of the Cut-Off Date, the NCB Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such dateServicer. The Certificate Administrator Trustee shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates Controlling Class, the Master Servicers, the Special Servicers NCB, FSB (if it is not then outstanding (for this purpose considering each Class a Master Servicer) and the Holders of the Class AR-S, Class B I Certificates; and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the General Special Servicer, the Holder of a majority of the Controlling Class, the General Master Servicer, the NCB Master Servicer, the Co-op Special Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class AR-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R I Certificates, in such priority (and in the case of the Class R R-I Certificateholders, a majority of the Class R R-I Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust, provided, that if any Holder of a majority of the Controlling Class, the Co-op Special Servicer, the General Master Servicer, the NCB Master Servicer (if not then NCB, FSB), the General Special Servicer or the Holders of the Class R-I Certificates makes such an election, then NCB, FSB will have the option, by giving written notice to the other parties hereto no later than 30 days prior to the anticipated date of purchase, to purchase all of the NCB, FSB Loans and each related REO Property remaining in the Trust, and the other party will then have the option to purchase only the remaining Mortgage Loans and each related REO Property. If any party desires to exercise such option, it will notify the Certificate Administrator Trustee who shall will notify any party with a prior right to exercise such optionoption and NCB, FSB (if it is not then a Master Servicer). If any party that has been provided notice by the Certificate Administrator Trustee (excluding the Depositor) notifies the Certificate Administrator Trustee within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if in the event that more than one of such parties notifies the Certificate Administrator Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s Trustee's receipt of the Termination Price set forth below, the Certificate Administrator Trustee shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the applicable Master Servicer for the benefit of the Person(s) exercising Holder of the option set forth in this Section 11.1(b) majority of the Class R-I Certificates, the applicable Special Servicer or the applicable Master Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage Loans. The “"Termination Price” " shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon (other than any accrued and unpaid interest thereon that has been the subject of an Advance) at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the a Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters Placement Agent and the Initial Purchasers Underwriters or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if the Placement Agent or any Underwriter or an Affiliate of any Underwriter the Placement Agent or Initial Purchaser the Underwriters is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer Operating Adviser in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offeredvalue, provided that the Special Servicer Operating Adviser is not an Affiliate of any Holder of the Class R CertificatesR-I Holder, the a Special Servicer or a Master Servicer Servicer, or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trustproperty). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b10.1(b), the Person(s) exercising Holder of the option majority of the Class R-I Certificates, the Special Servicers or the Master Servicers, as the case may be, must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) Holders, the Special Servicers or the Master Servicers, as the case may be, stating that such termination will be a “"qualified liquidation” " under section Section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination10.3.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. JxxxxXxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. Any person or entity making the purchase shall also be responsible for reimbursing the parties to this Agreement for all reasonable out-of-pocket costs and expenses incurred by the parties in connection with such purchase. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. (c) [Reserved] (d) Following the date on which the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class X-A, Class B, Class PST, Class C, Class X-B and Class D Certificates are retired, the Sole Certificateholder shall have the right to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by Section 11.1(a)(iii) by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. If the Sole Certificateholder elects to exchange all of its Certificates (other than the Class V and Class R Certificates)) for all of the Mortgage Loans and the Trust Fund’s portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee, the Trust Advisor and the Certificate Administrator hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account pursuant to Section 5.2 or that may be withdrawn from the Distribution Account pursuant to Section 5.3, but only to the extent that such amounts are not already on deposit in the Collection Account. In addition, the Servicer shall transfer all amounts required to be transferred to the Excess Interest Sub-Account on the Master Servicer Remittance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection Account. Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the Class V and Class R Certificates) on the final Distribution Date, the Certificate Administrator shall upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with Section 11.2. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the REMIC I for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable in respect of such Certificates and REMIC I Interests. (e) Upon the termination of the Trust, any Class V Specific Grantor Trust Assets held by the Grantor Trust shall be distributed to the Class V Certificateholders on a pro rata basis. (f) Upon the sale of the A Note relating to an A/B Whole Loan by the Trust or the payment in full of such A Note, the related B Note shall no longer be subject to this Agreement and shall no longer be serviced by the Master Servicer or the Special Servicer.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than (i) the Class X-B Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-B Certificates pursuant to the definition of “Sole Certificateholder” or (ii) the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the The Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, date when the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.Aggregate Stated Principal

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. JxxxxXxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off DateDate (excluding from such Aggregate Stated Principal Balance, solely for purposes of this calculation, the Mortgage Loans secured by the Mortgaged Properties identified as “000 Xxxx Xxxxxxxx,” “Holiday Inn Dublin” and “Courtyard Livermore” on the Mortgage Loan Schedule), the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. (c) [Reserved] (d) Following the date on which the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class X-A, Class B, Class PST, Class C, Class X-B, Class D and Class E Certificates are retired (and provided that there is only one Holder of the then outstanding Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by Section 11.1(a)(iii) by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. If the Sole Certificateholder elects to exchange all of its Certificates (other than the Class V and Class R Certificates)) for all of the Mortgage Loans and the Trust Fund’s portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee, the Trust Advisor and the Certificate Administrator hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account pursuant to Section 5.2 or that may be withdrawn from the Distribution Account pursuant to Section 5.3, but only to the extent that such amounts are not already on deposit in the Collection Account. In addition, the Servicer shall transfer all amounts required to be transferred to the Excess Interest Sub-Account on the Master Servicer Remittance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection Account. Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the Class V and Class R Certificates) on the final Distribution Date, the Certificate Administrator shall upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with Section 11.2. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the REMIC I for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable in respect of such Certificates and REMIC I Interests. (e) Upon the termination of the Trust, any Class V Specific Grantor Trust Assets held by the Grantor Trust shall be distributed to the Class V Certificateholders on a pro rata basis. (f) Upon the sale of the A Note relating to an A/B Whole Loan by the Trust or the payment in full of such A Note, the related B Note shall no longer be subject to this Agreement and shall no longer be serviced by the Master Servicer or the Special Servicer.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off DateDate (excluding from such Aggregate Stated Principal Balance, solely for purposes of this calculation, the Mortgage Loans secured by the Mortgaged Properties identified as “13017-13045 Ventura Boulevard,” “Chicago South Loop Hotel” and “Mxxxx Xxxx Plaza” on the Mortgage Loan Schedule), the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.in

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than (i) the Class X-B Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-B Certificates pursuant to the definition of “Sole Certificateholder” or (ii) the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any The Master Servicer shall give the Trustee, the Certificate Administrator and the 17g-5 Information Provider notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% one percent (1%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)outstanding, the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The ; and the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)outstanding, the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.Certificate

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. JxxxxXxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.each

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator Paying Agent created hereby (other than the obligation of the Certificate AdministratorPaying Agent, to make payments to the Class R R-I Certificateholders, the Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 11.3 10.2 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (including for all purposes of this Article X, the beneficial interest of the Trust in a Mortgaged Property acquired with respect to a Non-Trust Serviced Pari Passu Loan) (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b10.1(b), (iii) the termination of the Trust pursuant to Section 10.1(c) or (iiiiv) voluntary exchange by the Sole Certificateholder transfer of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties property held in the Trust Fund pursuant to the terms of in accordance with Section 11.1(d) below10.1(d); provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JxxxxCoxxx xx Xx. Xxxxx, living on the date hereof. (b) If on any The Master Servicex xxxll give the Trustee and the Paying Agent notice of the date when the Aggregate Stated aggregate Principal Balance of the Mortgage Loans Loans, after giving effect to distributions of principal made on the next Distribution Date, is less than or equal to 1.01% of the initial Aggregate Stated Principal Certificate Balance of the Mortgage Loans Certificates as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator Paying Agent shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of Controlling Class, the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)Master Servicer, the Special Servicer, the Master Servicer and the Holders of the Class R R-I Certificates. The Holders ; and the Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class Controlling Class, the Master Servicer, the Special Servicer and the Holders of the Class AR-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R I Certificates, in such priority (and in the case of the Class R R-I Certificateholders, a majority of the Class R R-I Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator Trustee who shall will notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator Trustee (excluding the Depositor) notifies the Certificate Administrator Trustee within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if in the event that more than one of such parties notifies the Certificate Administrator Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s Paying Agent's receipt of the Termination Price set forth below, the Certificate Administrator Trustee shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising Holder of the option set forth in this Section 11.1(b) majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage Loans. The “"Termination Price” " shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon (other than any accrued and unpaid interest thereon that has been the subject of an Advance) at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters Placement Agent and the Initial Purchasers Underwriters or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if the Placement Agent or any Underwriter or an Affiliate of any Underwriter the Placement Agent or Initial Purchaser the Underwriters is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer Operating Adviser in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offeredvalue, provided that the Special Servicer Operating Adviser is not an Affiliate of any Holder of the Class R CertificatesR-I Holder, the Special Servicer or the Master Servicer Servicer, or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trustproperty). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b10.1(b), the Person(s) exercising Holder of the option majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) Holders, the Special Servicer or the Master Servicer, as the case may be, stating that such termination will be a “"qualified liquidation” " under section Section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination10.3.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. JxxxxXxxxx, living on the date hereof. (b) If on any The Certificate Administrator shall give the Trustee, the Custodian and the 17g-5 Information Provider notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% one percent (1.00%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such also give notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable EC Trust Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX EC Trust REMIC III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable EC Trust Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX EC Trust REMIC III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.the

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than (i) the Class X-C Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-C Certificates pursuant to the definition of “Sole Certificateholder” or (ii) the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any The Master Servicer shall give the Trustee, the Certificate Administrator and the 17g-5 Information Provider notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to one percent (1.0% %) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable EC Trust Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)outstanding, the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable EC Trust Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)outstanding, the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) 5 years’ experience in valuing or investing in commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator Paying Agent created hereby (other than the obligation of the Certificate AdministratorPaying Agent, to make payments to the Class R R-I Certificateholders, the Class R-II Certificateholders and the Class R-III Certificateholders as set forth in Section 11.3 10.2 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), ) or (ii) the sale of the property held by the Trust in accordance with Section 11.1(b10.1(b) or (iii) voluntary exchange by the Sole Certificateholder termination of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JxxxxCourx xx Xx. Xxxxx, living xiving on the date hereof. (b) If on any The Master Servicer xxxxx give the Trustee, the Luxembourg Paying Agent and the Paying Agent notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% one percent (1%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator Paying Agent shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of Controlling Class, the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)Master Servicer, the Special Servicer, the Master Servicer and the Holders of the Class R R-I Certificates. The Holders ; and the Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class Controlling Class, the Master Servicer, the Special Servicer and the Holders of the Class AR-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R I Certificates, in such priority (and in the case of the Class R R-I Certificateholders, a majority of the Class R R-I Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator Trustee who shall will notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator Trustee (excluding the Depositor) notifies the Certificate Administrator Trustee within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if in the event that more than one of such parties notifies the Certificate Administrator Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s Paying Agent's receipt of the Termination Price set forth below, the Certificate Administrator Trustee shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising Holder of a majority of the option set forth in this Section 11.1(b) Controlling Class, the Holder of a majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage Loans. The “"Termination Price” " shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters Placement Agents and the Initial Purchasers Underwriters or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter the Placement Agent or Initial Purchaser the Underwriters is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer Operating Adviser in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offeredvalue, provided that the Special Servicer Operating Adviser is not an Affiliate of any Holder of the Class R CertificatesR-I Holder, the Special Servicer or the Master Servicer Servicer, or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trustproperty). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b10.1(b), the Person(s) exercising Holder of a majority of the option Controlling Class, the Holder of a majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) Holders, the Special Servicer or the Master Servicer, as the case may be, stating that such termination will be a “"qualified liquidation” " under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination10.3.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than (i) the Class X-C Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-C Certificates pursuant to the definition of “Sole Certificateholder” or (ii) the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the The Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to (i) five and one half percent (5.5%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date if the 635 Madison Mortgage Loan is an asset of the Trust on such date or (ii) one percent (1.0%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date if the 635 Madison Mortgage Loan is not an asset of the Trust on such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)then outstanding, the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)then outstanding, the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.R

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator Paying Agent created hereby (other than the obligation of the Certificate AdministratorPaying Agent, to make payments to the Class R R-I Certificateholders, the Class R-II Certificateholders and the Class R-III Certificateholders as set forth in Section 11.3 10.2 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), ) or (ii) the sale of the property held by the Trust in accordance with Section 11.1(b10.1(b) or (iii) voluntary exchange by the Sole Certificateholder termination of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JxxxxCourx xx Xx. Xxxxx, living xiving on the date hereof. (b) If on any The Master Servicxx xxall give the Trustee, the Luxembourg Paying Agent and the Paying Agent notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% one percent (1%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator Paying Agent shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)Controlling Class, the Special Servicer, the Master Servicer and the Holders of the Class R R-I Certificates. The Holders ; and the Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class Controlling Class, the Master Servicer, the Special Servicer and the Holders of the Class AR-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R I Certificates, in such priority (and in the case of the Class R R-I Certificateholders, a majority of the Class R R-I Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator Trustee who shall will notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator Trustee (excluding the Depositor) notifies the Certificate Administrator Trustee within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if in the event that more than one of such parties notifies the Certificate Administrator Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s Paying Agent's receipt of the Termination Price set forth below, the Certificate Administrator Trustee shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising Holder of a majority of the option set forth in this Section 11.1(b) Controlling Class, the Holder of a majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage Loans. The “"Termination Price” " shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters Placement Agents and the Initial Purchasers Underwriters or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter the Placement Agent or Initial Purchaser the Underwriters is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer Operating Adviser in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offeredvalue, provided that the Special Servicer Operating Adviser is not an Affiliate of any Holder of the Class R CertificatesR-I Holder, the Special Servicer or the Master Servicer Servicer, or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trustproperty). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b10.1(b), the Person(s) exercising Holder of a majority of the option Controlling Class, the Holder of a majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) Holders, the Special Servicer or the Master Servicer, as the case may be, stating that such termination will be a “"qualified liquidation” " under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination10.3.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. JxxxxXxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% a percentage of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off DateDate equal to (i) 14.9% (if the Milford Plaza Fee Mortgage Loan is included in the Trust on such date), (ii) 6.1% (if the Apthorp Retail Condominium Mortgage Loan is included in the Trust on such date), (iii) 19.1% (if the Milford Plaza Fee Mortgage Loan and Apthorp Retail Condominium Mortgage Loan are included in the Trust on such date), or (iv) 2.0% (if the Milford Plaza Fee Mortgage Loan and Apthorp Retail Condominium Mortgage Loan are not included in the Trust on such date), the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.Information

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b), (iii) the termination of the Trust pursuant to Section 11.1(c) below or (iiiiv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% a percentage of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off DateDate equal to (i) 14.9% (if the Milford Plaza Fee Mortgage Loan is included in the Trust on such date), (ii) 6.1% (if the Apthorp Retail Condominium Mortgage Loan is included in the Trust on such date), (iii) 19.1% (if the Milford Plaza Fee Mortgage Loan and Apthorp Retail Condominium Mortgage Loan are included in the Trust on such date), or (iv) 2.0% (if the Milford Plaza Fee Mortgage Loan and Apthorp Retail Condominium Mortgage Loan are not included in the Trust on such date), the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.Information

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator Paying Agent created hereby (other than the obligation of the Certificate AdministratorPaying Agent, to make payments to the Class R [R-I] Certificateholders, the Class [R-II] Certificateholders and the REMIC III Certificateholders, as set forth in Section 11.3 10.2 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b10.1(b), (iii) the termination of the Trust pursuant to Section 10.1(c) or (iiiiv) voluntary exchange by the Sole Certificateholder transfer of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties property held in the Trust Fund pursuant to the terms of in accordance with Section 11.1(d) below10.1(d); provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any The Master Servicer shall give the Trustee and the Paying Agent notice of the date when the Aggregate Stated aggregate Principal Balance of the Mortgage Loans Loans, after giving effect to distributions of principal made on the next Distribution Date, is less than or equal to 1.0% [1%] of the initial Aggregate Stated Principal Certificate Balance of the Mortgage Loans Certificates as of the Cut-Off Closing Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator Paying Agent shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of Controlling Class, the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)Master Servicer, the Special Servicer, the Master Servicer and the Holders of the Class R [R-I] Certificates. The Holders ; and the Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class Controlling Class, the Master Servicer, the Special Servicer and the Holders of the Class A[R-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R I] Certificates, in such priority (and in the case of the Class R [R-I] Certificateholders, a majority of the Class R [R-I] Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator Trustee who shall will notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator Trustee (excluding the Depositor) notifies the Certificate Administrator Trustee within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if in the event that more than one of such parties notifies the Certificate Administrator Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate AdministratorPaying Agent’s receipt of the Termination Price set forth below, the Certificate Administrator Trustee shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising Holder of the option set forth in this Section 11.1(b) majority of the Class [R-I] Certificates, the Special Servicer or the Master Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon (other than any accrued and unpaid interest thereon that has been the subject of an Advance) at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters Placement Agent and the Initial Purchasers Underwriters or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if the Placement Agent or any Underwriter or an Affiliate of any Underwriter the Placement Agent or Initial Purchaser the Underwriters is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer Operating Adviser in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offeredvalue, provided that the Special Servicer Operating Adviser is not an Affiliate of any Holder of the Class R CertificatesR-I Holder, the Special Servicer or the Master Servicer Servicer, or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trustproperty). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b10.1(b), the Person(s) exercising Holder of the option majority of the Class [R-I] Certificates, the Special Servicer or the Master Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) Holders, the Special Servicer or the Master Servicer, as the case may be, stating that such termination will be a “qualified liquidation” under section Section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination10.3.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate AdministratorTrustee, to make payments to the Class R R-I Certificateholders, the Class R-II Certificateholders, the Class R-III Certificateholders and the Class R-IP Certificateholders as set forth in Section 11.3 10.2 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), ) or (ii) the sale of the property held by the Trust in accordance with Section 11.1(b10.1(b) or (iii) voluntary exchange by the Sole Certificateholder termination of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. JxxxxXxxxx, living on the date hereof. (b) If on any The Master Servicer shall give the Trustee and the Luxembourg Paying Agent notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% one percent (1%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator Trustee shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of Controlling Class, the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)Master Servicer, the Special Servicer, the Master Servicer and the Holders of the Class R R-I Certificates. The Holders ; and the Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class Controlling Class, the Master Servicer, the Special Servicer and the Holders of the Class AR-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R I Certificates, in such priority (and in the case of the Class R R-I Certificateholders, a majority of the Class R R-I Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator Trustee who shall will notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator Trustee (excluding the Depositor) notifies the Certificate Administrator Trustee within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if in the event that more than one of such parties notifies the Certificate Administrator Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s Trustee's receipt of the Termination Price set forth below, the Certificate Administrator Trustee shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising Holder of the option set forth in this Section 11.1(b) majority of the Controlling Class, the holder of the majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage Loans. The “"Termination Price” " shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in the International Plaza Pari Passu Loan REMIC and REMIC I. The Trustee shall consult with the Underwriters Placement Agent and the Initial Purchasers Underwriters or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if the Placement Agent or any Underwriter or an Affiliate of any Underwriter the Placement Agent or Initial Purchaser the Underwriters is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer Operating Adviser in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offeredvalue, provided that the Special Servicer Operating Adviser is not an Affiliate of any Holder of the Class R CertificatesR-I Holder, the Special Servicer or the Master Servicer Servicer, or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trustproperty). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b10.1(b), the Person(s) exercising Holder of the option majority of the Controlling Class, the holder of the majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) Holders, the Special Servicer or the Master Servicer, as the case may be, stating that such termination will be a “"qualified liquidation” " under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination10.3.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. (b) If on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.each

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator Paying Agent created hereby (other than the obligation of the Certificate AdministratorPaying Agent, to make payments to the Class R R-I Certificateholders, the Class R-II Certificateholders and the Class R-III Certificateholders as set forth in Section 11.3 10.2 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), ) or (ii) the sale of the property held by the Trust in accordance with Section 11.1(b10.1(b) or (iii) voluntary exchange by the Sole Certificateholder termination of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) below; provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JxxxxCourx xx Xx. Xxxxx, living xiving on the date hereof. (b) If on any The Master Servicer xxxxx give the Trustee, the Luxembourg Paying Agent and the Paying Agent notice of the date when the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% one percent (1%) of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator Paying Agent shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)Controlling Class, the Special Servicer, the Master Servicer and the Holders of the Class R R-I Certificates. The Holders ; and the Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class Controlling Class, the Master Servicer, the Special Servicer and the Holders of the Class AR-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R I Certificates, in such priority (and in the case of the Class R R-I Certificateholders, a majority of the Class R R-I Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator Trustee who shall will notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator Trustee (excluding the Depositor) notifies the Certificate Administrator Trustee within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if in the event that more than one of such parties notifies the Certificate Administrator Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s Paying Agent's receipt of the Termination Price set forth below, the Certificate Administrator Trustee shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising Holder of a majority of the option set forth in this Section 11.1(b) Controlling Class, the Holder of a majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage Loans. The “"Termination Price” " shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters Placement Agents and the Initial Purchasers Underwriters or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter the Placement Agent or Initial Purchaser the Underwriters is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer Operating Adviser in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offeredvalue, provided that the Special Servicer Operating Adviser is not an Affiliate of any Holder of the Class R CertificatesR-I Holder, the Special Servicer or the Master Servicer Servicer, or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trustproperty). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b10.1(b), the Person(s) exercising Holder of a majority of the option Controlling Class, the Holder of a majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) Holders, the Special Servicer or the Master Servicer, as the case may be, stating that such termination will be a “"qualified liquidation” " under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination10.3.

Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and the Certificate Administrator Paying Agent created hereby (other than the obligation of the Certificate AdministratorPaying Agent, to make payments to the Class R R-I Certificateholders, the Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 11.3 10.2 and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (including for all purposes of this Article X, the beneficial interest of the Trust in a Mortgaged Property acquired with respect to a Non-Trust Serviced Pari Passu Loan) (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b10.1(b), (iii) the termination of the Trust pursuant to Section 10.1(c) or (iiiiv) voluntary exchange by the Sole Certificateholder transfer of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties property held in the Trust Fund pursuant to the terms of in accordance with Section 11.1(d) below10.1(d); provided that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. JxxxxCourx xx Xx. Xxxxx, living xiving on the date hereof. (b) If on any The Master Servicer xxxxx give the Trustee and the Paying Agent notice of the date when the Aggregate Stated aggregate Principal Balance of the Mortgage Loans Loans, after giving effect to distributions of principal made on the next Distribution Date, is less than or equal to 1.01% of the initial Aggregate Stated Principal Certificate Balance of the Mortgage Loans Certificates as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator Paying Agent shall promptly forward such notice to the Trustee, the Custodian, the Depositor, the Holders Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of Controlling Class, the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation)Master Servicer, the Special Servicer, the Master Servicer and the Holders of the Class R R-I Certificates. The Holders ; and the Holder of a majority of the most subordinate Class of REMIC III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class Controlling Class, the Master Servicer, the Special Servicer and the Holders of the Class AR-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EX XXXXX III Regular Interest bearing the same alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest in the Class R I Certificates, in such priority (and in the case of the Class R R-I Certificateholders, a majority of the Class R R-I Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any, remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator Trustee who shall will notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate Administrator Trustee (excluding the Depositor) notifies the Certificate Administrator Trustee within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if in the event that more than one of such parties notifies the Certificate Administrator Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s Paying Agent's receipt of the Termination Price set forth below, the Certificate Administrator Trustee shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the Person(s) exercising Holder of the option set forth in this Section 11.1(b) majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, the Mortgage Files pertaining to the Mortgage Loans. The “"Termination Price” " shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase plus accrued and unpaid interest thereon (other than any accrued and unpaid interest thereon that has been the subject of an Advance) at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. The Trustee shall consult with the Underwriters Placement Agent and the Initial Purchasers Underwriters or their respective successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offered; provided that, if the Placement Agent or any Underwriter or an Affiliate of any Underwriter the Placement Agent or Initial Purchaser the Underwriters is exercising its right to purchase the Trust assets, the Trustee shall consult with the Special Servicer Operating Adviser in order for the Trustee to determine whether the fair market value of the property constituting the Trust has been offeredvalue, provided that the Special Servicer Operating Adviser is not an Affiliate of any Holder of the Class R CertificatesR-I Holder, the Special Servicer or the Master Servicer Servicer, or the Trustee (the fees and expenses of such determination which shall be paid for by the buyer of the property constituting the Trustproperty). If the Trustee consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b10.1(b), the Person(s) exercising Holder of the option majority of the Class R-I Certificates, the Special Servicer or the Master Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) Holders, the Special Servicer or the Master Servicer, as the case may be, stating that such termination will be a “"qualified liquidation” " under section Section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination10.3.