Common use of Termination upon Liquidation or Purchase of all Mortgage Loans Clause in Contracts

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or Loan Group II the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group II, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group III, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II, Loan Group III or Loan Group II IV the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III and Loan Group II IV and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I I, Loan Group II, Loan Group III and Loan Group IIIV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I I, Loan Group II, Loan Group III and Loan Group II IV being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III and Loan Group II IV at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III and Loan Group II IV as of the Cut-off Date; and (ii) with respect to Loan Group IIIV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III V and all property acquired in respect of any Mortgage Loan remaining in Loan Group IIIV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIIV, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIV, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III V as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March January 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Back-up Servicer, the Servicers, the SellersModification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan the Group I or Loan Group II 1 Mortgage Loans, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group I and Loan Group II 1 and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group II1, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II 1, at the time of the purchase is equal to 5less than 10% or less of the sum of (i) the aggregate Principal Balance of the Initial Mortgage Loans in Loan Group I and Loan Group II 1 as of the Initial Cut-off Date and (ii) the amount on deposit in the Prefunding Account related to Loan Group 1 as of the Closing Date; andor (ii) with respect to Loan the Group IIIC-B Mortgage Loans, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group III 2 and Loan Group 3 and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to 5less than 10% or less of the sum of (i) the aggregate Principal Balance of the Initial Mortgage Loans in such Loan Group III Groups as of the Initial Cut-off Date and (ii) the amount on deposit in the Prefunding Account related to Loan Group 2 and Loan Group 3 as of the Closing Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Group 1 Mortgage Loans, the purchase by the Auction Purchaser of all Group 1 Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (with respect to the Group 1 Mortgage Loans, the “Trust Collateral”) as described below; or (ii) with respect to Group C-B Mortgage Loans, the purchase by the Auction Purchaser of all Group C-B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (with respect to the Group C-B Mortgage Loans, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to the Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), in each case being calculated with respect to Fairbanksthe related Loan Group or Loan Groups subject to such Optional Termination, collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Group 1 Mortgage Loans at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group 1 Mortgage Loans as of the Cut-off Date (the “Group 1 Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral for Loan Group 1 from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value for Group 1, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group 1 to the highest bidder (the “Group 1 Auction Purchaser”) at the price offered by the Group 1 Auction Purchaser (the “Group 1 Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value for Group 1, the Trust Administrator shall, on each six-month anniversary of the initial Group 1 Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value for Group 1, and sells all of the related Trust Collateral for Loan Group 1 to the Group 1 Auction Purchaser at the Group 1 Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Group 1 Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Group 1 Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group 1 Mortgage Loans of the sale of all of the related Trust Collateral for Loan Group 1 pursuant to this Section 11.01 (a “Group 1 Auction Sale”) and of the Group 1 Auction Date. Notwithstanding anything to the contrary herein, the Group 1 Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Group C-B Mortgage Loans at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group C-B Mortgage Loans as of the Cut-off Date (the “Group C-B Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral for Loan Group 2 and Loan Group 3 from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value for the Group C-B Mortgage Loans, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group 2 and Loan Group 3 to the highest bidder (the “Group C-B Auction Purchaser”) at the price offered by the Group C-B Auction Purchaser (the “Group C-B Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value for the Group C-B Mortgage Loans, the Trust Administrator shall, on each six-month anniversary of the initial Group C-B Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value for the Group C-B Mortgage Loans, and sells all of the related Trust Collateral for Loan Group 2 and Loan Group 3 to the Group C-B Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Group C-B Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value for the Group C-B Mortgage Loans. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group C-B Mortgage Loans of the sale of all of the related Trust Collateral for Loan Group 2 and Loan Group 3 pursuant to this Section 11.01 (an “Group C-B Auction Sale”) and of the Group C-B Auction Date. Notwithstanding anything to the contrary herein, the Group C-B Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the SellersSeller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or Loan Group II Pool 1 Mortgage Loans, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group I and Loan Group II Pool 1 and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group II, 5 which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Pool 1, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Pool 1 as of the Cut-off Date; andor (ii) with respect to Loan Group IIIPool 2, Pool 3 and Pool 4 Mortgage Loans, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group III Pool 2, Pool 3 and Pool 4 and all property acquired in respect of any remaining Mortgage Loan remaining in Loan Group III6, Loan Group 7, Loan Group 8, Loan Group 9, Loan Group 10, Loan Group 11 and Loan Group 12, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIPool 2, Pool 3 and Pool 4, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III Pool 2, Pool 3 and Pool 4 as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Pool 1, the purchase by the Auction Purchaser of all Mortgage Loans in Pool 1 and all property acquired in respect of any remaining Mortgage Loan in Pool 1 (with respect to Pool 1, the “Trust Collateral”) as described below; or (ii) with respect to Pool 2, Pool 3 and Pool 4, the purchase by the Auction Purchaser of all Mortgage Loans in Pool 2, Pool 3 and Pool 4 and all property acquired in respect of any remaining Mortgage Loan in Pool 2, Pool 3 and Pool 4 (with respect to Pool 2, Pool 3 and Pool 4, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Pool 1 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in Pool 1 as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans in Pool 1 of the sale of all of the related Trust Collateral for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything to the contrary herein, the Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Pool 2, Pool 3 and Pool 4 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in Pool 2, Pool 3 and Pool 4 as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for all of the related Trust Collateral for Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9, Loan Group 10, Loan Group 11 and Loan Group 12 from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9, Loan Group 10, Loan Group 11 and Loan Group 12 to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9, Loan Group 10, Loan Group 11 and Loan Group 12 to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans in Pool 2, Pool 3 and Pool 4 of the sale of all of the related Trust Collateral for Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9, Loan Group 10, Loan Group 11 and Loan Group 12 pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything to the contrary herein, the Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or I, Loan Group II II, Loan Group III and Loan Group IV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III and Loan Group II IV and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I I, Loan Group II, Loan Group III and Loan Group IIIV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I I, Loan Group II, Loan Group III and Loan Group II IV being herein referred to as the “"Optional Termination Date”") on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III and Loan Group II IV at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III and Loan Group II IV as of the Cut-off Date; and; (ii) with respect to Loan Group IIIV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III V and all property acquired in respect of any Mortgage Loan remaining in Loan Group IIIV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIIV, being herein referred to as the “"Optional Termination Date”") on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIV, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III V as of the Cut-off Date; orand (Biii) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO 141 Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Mr. Joseph P. Kennedy, former Ambassador of the United States to Great BritainXxxxx Xxxxxxx, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (the “Latest Possible Maturity Date”)May 2032. The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks)Fees.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II III, the purchase by the Terminating Entity Olympus at its election, of all Mortgage Loans in Loan Group I and Loan Group II III Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group IIMortgage Loans, which purchase right the Terminating Entity Olympus may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II III being herein referred to as the “"Optional Termination Date”") on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II III Mortgage Loans at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II III Mortgage Loans as of the Cut-off Date; and (ii) with respect to Loan Group IIIII, the purchase by the Terminating Entity Olympus at its election, of all Group II Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group II Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity Olympus may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIIII, being herein referred to as the “"Optional Termination Date”") on or after the date on which the aggregate Principal Balance of the Group II Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group II Mortgage Loans in Loan Group III as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (the “Latest Possible Maturity Date”)July 2032. The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups Group related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect Fees. The Trust Administrator shall give notice to Fairbanks)the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group II, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and; (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group III, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III as of the Cut-off Date; orand (Biii) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 September 2035 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to FairbanksOlympus).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) : with respect to Loan Group I or I, Loan Group II II, Loan Group III, Loan Group IV, Loan Group V and Loan Group VI the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V and Loan Group II VI and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V and Loan Group IIVI, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V and Loan Group II VI being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V and Loan Group II VI at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V and Loan Group II VI as of the Cut-off Date; and (ii) with respect to Loan Group IIIVII, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III VII and all property acquired in respect of any Mortgage Loan remaining in Loan Group IIIVII, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIIVII, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIVII, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III VII as of the Cut-off Date; or (B) and the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 December 2035 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or I, Loan Group II II, Loan Group III and Loan Group IV, the purchase by the Terminating Entity Entity, at its election, of all Group I, Group II, Group III and Group IV Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan I, Group II, Group III or Group IV Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group I I, Loan Group II, Loan Group III and Loan Group II being herein referred to IV as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group I, Group II, Group III and Group IV Mortgage Loans in Loan Group I and Loan Group II Loans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group I, Group II, Group III and Group IV Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group IIIV and Loan Group VI, the purchase by the Terminating Entity Entity, at its election, of all Group V and Group VI Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group V or Group VI Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group III, being herein referred to V and Loan Group VI as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group V and Group VI Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group V and Group VI Mortgage Loans in Loan Group III as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks). The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II, Loan Group III, Loan Group IV or Loan Group II V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group IIIVI, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 February 2037 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks) and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; andor (ii) with respect to Loan Group III, Loan Group IV and Loan Group V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Loan Group I and Loan Group II, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group I and Loan Group II, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group III, Loan Group IV and Loan Group V, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group III, Loan Group IV and Loan Group V, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for all of the related Trust Collateral for Loan Group I and Loan Group II from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group I and Loan Group II to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group I and Loan Group II to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the Mortgage Loans in Loan Group I or Loan Group II of the sale of all of the related Trust Collateral for Loan Group I and Loan Group II pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything to the contrary herein, the Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group III, Loan Group IV and Loan Group V at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral for Loan Group III, Loan Group IV and Loan Group V from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group III, Loan Group IV and Loan Group V to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group III, Loan Group IV and Loan Group V to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans in Loan Group III, Loan Group IV or Loan Group V of the sale of all of the related Trust Collateral for Loan Group III, Loan Group IV and Loan Group V pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything to the contrary herein, the Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or Loan Group II I, the purchase by the Terminating Entity Entity, at its election, of all Group I Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group IIMortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II I, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group I Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group II and Loan Group III, the purchase by the Terminating Entity Entity, at its election, of all Group II and Group III Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group II or Group III Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group II and Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group II and Group III Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group II and Group III Mortgage Loans in Loan Group III as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Mr. Joseph P. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (the “Latest Possible Maturity Date”)Dxxx xx Xxxxxxxxx 0000. The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups Group related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect Fees. The Trust Administrator shall give notice to Fairbanks)the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the SellersSeller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II III, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Initial Cut-off Date; andor (ii) with respect to Loan Group IIIII, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is equal to 5less than 10% or less of the sum of (i) the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Initial Cut-off Date and (ii) amount on deposit in the Prefunding Account as of the Closing Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Loan Group I and Loan Group III, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group I and Loan Group, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group II, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group II, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group III at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Initial Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells the Trust Collateral to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group II at the time of the purchase is less than 5% of the sum of (i) the aggregate Principal Balance of the Mortgage Loans in such Loan Group as of the Initial Cut-off Date and (ii) the amount on deposit in the Prefunding Account on the Closing Date (the “Auction Date”), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells the Trust Collateral to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan or Group IIII Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans as of the Cut-off Date; and (ii) with respect to Loan Group IIIIII and Loan Group IV, the purchase by the Terminating Entity Entity, at its election, of all Group III and Group IV Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group III or Group IV Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group III, being herein referred to III and Loan Group IV as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group III and Group IV Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group III and Group IV Mortgage Loans in Loan Group III as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks). The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II, Loan Group III, Loan Group IV or Loan Group II V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group IIIVI, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March December 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks) and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, any Group 1 Special Servicer, the Servicers, the SellersModification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan the Group I or Loan Group II 1 Mortgage Loans, the purchase by the Terminating Entity Entity, at its election, of all the Mortgage Loans in Loan Group I and Loan Group II Pool 1 and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group II, 1 which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the Cut-off Date; provided, however, that no such purchase may occur at any time while there are NIM Notes outstanding without the consent of the holders of the NIM Notes; or (ii) with respect to the Group C-B Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Group C-B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan in Loan Group I 2, Loan Group 3 and Loan Group II 4 which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group C-B Mortgage Loans in Loan Group I and Loan Group II Loans, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Group C-B Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group IIIprovided however, that the purchase by Majority Servicer on behalf of the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right shall be required to obtain the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance consent of the Mortgage Loans in Loan Group III, at Certificate Insurer if such purchase would cause a claim under the time of Policy or any Reimbursement Amounts would remain unpaid after giving effect to the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III as of the Cut-off Datetermination; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders and the Certificate Insurer of all amounts required to be distributed to them pursuant to this Agreement; or (C) with respect to Group C-B Mortgage Loans, the purchase by the Auction Purchaser of all Group C-B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (with respect to the Group C-B Mortgage Loans, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination with respect to the Group 1 Mortgage Loans shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Group 1 Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Group 1 Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO PropertyProperty related to a Group 1 Mortgage Loan, the lesser of (x) the appraised value of any such REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Group 1 Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iv) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (other than Fees, with respect to Fairbanksa Group 1 Mortgage Loan other than any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to the Terminating Entity, and other amounts payable to the Trustee, Trust Administrator, Master Servicer and Custodians (the sum of (i), (ii) and (iii), collectively, the “Par Value”). The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Group 1 Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan or Group IIII Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity Entity, at its election, of all Group III Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group III Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group III, being herein referred to III as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group III Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group III Mortgage Loans in Loan Group III as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks). The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or Loan Group II the purchase by the Terminating Entity at its electionI, of all Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group II, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I, Loan Group II and Loan Group III and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I, Loan Group II and Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIII, Loan Group II and Loan Group III being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III as of the Cut-off Date; (ii) with respect to Loan Group IV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group IV and all property acquired in respect of any Mortgage Loan remaining in Loan Group IV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IV, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIIV, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III IV as of the Cut-off Date; orand (Biii) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (the “Latest Possible Maturity Date”)June 2032. The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to FairbanksOlympus).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or I, Loan Group II II, Loan Group VI and Loan Group VII, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Groups at the applicable Mortgage Loan Group IIPurchase Price, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; andor (ii) with respect to Loan Group III, Loan Group IV and Loan Group V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups at the applicable Mortgage Loan Purchase Price, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Loan Group I, Loan Group II, Loan Group VI and Loan Group VII, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group I, Loan Group II, Loan Group VI and Loan Group VII, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group III, Loan Group IV and Loan Group V, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group III, Loan Group IV and Loan Group V, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II, Loan Group VI and Loan Group VII at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall sell the Trust Collateral to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group III, Loan Group IV and Loan Group V at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall sell the Trust Collateral to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or III, Loan Group II IV, Loan Group V and Loan Group VII, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to less than 5% or less of the sum of (i) the aggregate Principal Balance of the Initial Mortgage Loans in such Loan Groups as of the Initial Cut-off Date and (ii) the amount on deposit in the Prefunding Account related to Loan Group I III, Loan Group IV and Loan Group II VII as of the Cut-off Closing Date; andor (ii) with respect to Loan Group IIII, Loan Group II and Loan Group VI, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to less than 5% or less of the sum of (i) the aggregate Principal Balance of the Mortgage Loans in such Loan Group III Groups as of the Cut-off Date and (ii) amount on deposit in the Prefunding Account related to Loan I, Loan Group II and Loan Group VI as of the Closing Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II or Loan Group II III the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I I, Loan Group II and Loan Group II III and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIII, Loan Group II and Loan Group III being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III as of the Cut-off Date; and (ii) with respect to Loan Group IV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group IV and all property acquired in respect of any Mortgage Loan remaining in Loan Group IV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IV, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIIV, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III IV as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March May 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II or Loan Group II III, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group IIIIV, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March August 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees and other amounts payable to the Trustee and Trust Administrator (other than with respect the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to Fairbanks)the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group II, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and; (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group III, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III as of the Cut-off Date; orand (Biii) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 November 2035 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or I, Loan Group II IV, Loan Group V, Loan Group VI and Loan Group IX, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; andor (ii) with respect to Loan Group II and Loan Group III, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; (iii) with respect to Loan Group III VII and Loan Group VIII, the purchase by the Terminating Entity, at its election, of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Groups, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Loan Group I, Loan Group IV, Loan Group V, Loan Group VI and Loan Group IX, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group I, Loan Group IV, Loan Group V, Loan Group VI and Loan Group IX, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group II and Loan Group III, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group II and Loan Group III, the “Trust Collateral”) as described below; or (iii) with respect to Loan Group VII and Loan Group VIII, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group VII and Loan Group VIII, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group IV, Loan Group V, Loan Group VI and Loan Group IX at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral for Loan Group I, Loan Group IV, Loan Group V, Loan Group VI and Loan Group IX from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group I, Loan Group IV, Loan Group V, Loan Group VI and Loan Group IX to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group I, Loan Group IV, Loan Group V, Loan Group VI and Loan Group IX to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the Mortgage Loans in Loan Group I, Loan Group IV, Loan Group V, Loan Group VI or Loan Group IX of the sale of all of the related Trust Collateral for Loan Group I, Loan Group IV, Loan Group V, Loan Group VI and Loan Group IX pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group II and Loan Group III at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for all of the related Trust Collateral for Loan Group II and Loan Group III from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group II and Loan Group III to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group II and Loan Group III to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the Mortgage Loans in Loan Group II or Loan Group III of the sale of all of the related Trust Collateral for Loan Group II and Loan Group III pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group VII and Loan Group VIII at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for all of the related Trust Collateral for Loan Group VII and Loan Group VIII from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group VII and Loan Group VIII to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group VII and Loan Group VIII to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the Mortgage Loans in Loan Group VII or Loan Group VIII of the sale of all of the related Trust Collateral for Loan Group VII and Loan Group VIII pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II, Loan Group III, Loan Group IV or Loan Group II V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group IIIVI, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March November 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks) and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II IV, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; andor (ii) with respect to Loan Group IIIII, Loan Group III and Loan Group V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity Date”). The third anniversary of the scheduled maturity date of the Mortgage Loan Purchase Price for any such Optional Termination shall be equal to having the sum of (i) 100% latest scheduled maturity date as of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks)Cut-off Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II, Loan Group III, Loan Group IV or Loan Group II V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 510% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group IIIVI, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 510% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 2037 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks) and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or I, Loan Group II II, Loan Group VII, Loan Group XI and Loan Group XII, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; andor (ii) with respect to Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX and Loan Group X, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; (iii) with respect to Loan Group III VI, the purchase by the Terminating Entity, at its election, of all Mortgage Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Loan Group, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Loan Group I, Loan Group II, Loan Group VII, Loan Group IX and Loan Group XII, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group I, Loan Group II, Loan Group VII, Loan Group XI and Loan Group XII, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX and Loan Group X, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX and Loan Group X, the “Trust Collateral”) as described below; or (iii) with respect to Loan Group VI, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group VII and Loan Group VIII, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II, Loan Group VII, Loan Group XI and Loan Group XI at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral for Loan Group I, Loan Group II, Loan Group VII, Loan Group XI and Loan Group XII from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group I, Loan Group II, Loan Group VII, Loan Group XI and Loan Group XII to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group I, Loan Group II, Loan Group VII, Loan Group XI and Loan Group XII to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans in Loan Group I, Loan Group II, Loan Group VII, Loan Group XI or Loan Group XII of the sale of all of the related Trust Collateral for Loan Group I, Loan Group II, Loan Group VII, Loan Group XI and Loan Group XII pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything to the contrary herein, the Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX and Loan Group X at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for all of the related Trust Collateral for Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX and Loan Group X from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX and Loan Group X to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX and Loan Group X to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans in Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX or Loan Group X of the sale of all of the related Trust Collateral for Loan Group III, Loan Group IV, Loan Group V, Loan Group VIII, Loan Group IX and Loan Group X pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything to the contrary herein, the Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group VI at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for all of the related Trust Collateral for Loan Group VI from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for all of the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group VI to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and sells all of the related Trust Collateral for Loan Group VII and Loan Group VIII to the Auction Purchaser at the Mortgage Loan Purchase Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans in Loan Group VI of the sale of all of the related Trust Collateral for Loan Group VI pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything to the contrary herein, the Auction Purchaser shall not be the Depositor or DLJMC or any of their respective affiliates.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or Loan Group II I, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Group, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II as of the Cut-off Date; and; (ii) with respect to Loan Group II and Loan Group III, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to less than 5% of the sum of (a) the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date and (b) $45,200,000; or (iii) with respect to Loan Group IV and Loan Group V, the purchase by the Terminating Entity, at its election, of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Groups, at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II or Loan Group II III the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I I, Loan Group II and Loan Group II III and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIII, Loan Group II and Loan Group III being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III as of the Cut-off Date; and (ii) with respect to Loan Group IV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group IV and all property acquired in respect of any Mortgage Loan remaining in Loan Group IV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IV, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIIV, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III IV as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March June 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan or Group IIII Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans as of the Cut-off Date; and (ii) with respect to Loan Group IIIIII and Loan Group IV, the purchase by the Terminating Entity Entity, at its election, of all Group III and Group IV Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group III or Group IV Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group III, being herein referred to III and Loan Group IV as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group III and Group IV Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group III and Group IV Mortgage Loans in Loan Group III as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (the “Latest Possible Maturity Date”)January 2035. The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks). The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II, Loan Group III, Loan Group IV or Loan Group II V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group IIIVI, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 January 2037 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks) and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan or Group IIII Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans as of the Cut-off Date; and; (ii) with respect to Loan Group IIIV and Loan Group VI, the purchase by the Terminating Entity Entity, at its election, of all Group V and Group VI Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group V or Group VI Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group III, being herein referred to V and Loan Group VI as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group V and Group VI Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group V and Group VI Mortgage Loans in as of the Cut-off Date; and (iii) with respect to Loan Group III III, Loan Group IV and Loan Group VII, the purchase by the Terminating Entity, at its election, of all Group III, Group IV and Group VII Mortgage Loans and all property acquired in respect of any remaining Group III, Group IV or Group VII Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group III, Loan Group IV and Loan Group VII as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group III, Group IV and Group VII Mortgage Loans, at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group III, Group IV and Group VII Mortgage Loans as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks). The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or Loan Group II I, the purchase by the Terminating Entity Entity, at its election, of all Group I Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group IIMortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II I, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group I Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and; (ii) with respect to Loan Group II, the purchase by the Terminating Entity, at its election, of all Group II Mortgage Loans and all property acquired in respect of any remaining Group II Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group II, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group II Mortgage Loans, at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group II Mortgage Loans as of the Cut-off Date; (iii) with respect to Loan Group III, the purchase by the Terminating Entity Entity, at its election, of all Group III Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group III Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group III Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group III Mortgage Loans in as of the Cut-off Date; and (iv) with respect to Loan Group III IV, the purchase by the Terminating Entity, at its election, of all Group IV Mortgage Loans and all property acquired in respect of any remaining Group IV Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IV, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group IV Mortgage Loans, at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group IV Mortgage Loans as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (the “Latest Possible Maturity Date”)October 2035. The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups Group related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect Fees. The Trust Administrator shall give notice to Fairbanks)the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or Loan Group II the purchase by the Terminating Entity at its electionI, of all Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group II, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I, Loan Group II and Loan Group III and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I, Loan Group II and Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIII, Loan Group II and Loan Group III being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III as of the Cut-off Date; (ii) with respect to Loan Group IV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group IV and all property acquired in respect of any Mortgage Loan remaining in Loan Group IV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IV, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIIV, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III IV as of the Cut-off Date; orand (Biii) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 October 2035 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, any Group 1 Special Servicer, the Servicers, the SellersModification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan the Group I or Loan Group II 1 Mortgage Loans, the purchase by the Terminating Entity Entity, at its election, of all the Mortgage Loans in Loan Group I and Loan Group II Pool 1 and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group II, 1 which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the Cut-off Date; provided, however, that no such purchase may occur at any time while there are NIM Notes outstanding without the consent of the holders of the NIM Notes; or (ii) with respect to the Group C-B Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Group C-B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan in Loan Group I 2, Loan Group 3 and Loan Group II 4 which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group C-B Mortgage Loans in Loan Group I and Loan Group II Loans, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Group C-B Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group IIIprovided however, that the purchase by Majority Servicer on behalf of the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right shall be required to obtain the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance consent of the Mortgage Loans in Loan Group III, at Certificate Insurer if such purchase would cause a claim under the time of Policy or any Reimbursement Amounts would remain unpaid after giving effect to the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III as of the Cut-off Datetermination; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders and the Certificate Insurer of all amounts required to be distributed to them pursuant to this Agreement; or (C) with respect to Group C-B Mortgage Loans, the purchase by the Auction Purchaser of all Group C-B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (with respect to the Group C-B Mortgage Loans, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination with respect to the Group 1 Mortgage Loans shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Group 1 Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Group 1 Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO PropertyProperty related to a Group 1 Mortgage Loan, the lesser of (x) the appraised value of any such REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Group 1 Mortgage Loan in the related Loan Groups related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable mortgage rate, (iii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iv) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (other than Fees, with respect to Fairbanksa Group 1 Mortgage Loan other than any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to the Terminating Entity, and other amounts payable to the Trustee, Trust Administrator, Master Servicer and Custodians (the sum of (i), (ii), (iii) and (iv), collectively, the “Par Value”). The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Group 1 Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II or Loan Group II III the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I I, Loan Group II and Loan Group II III and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIII, Loan Group II and Loan Group III being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III as of the Cut-off Date; and (ii) with respect to Loan Group IV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group IV and all property acquired in respect of any Mortgage Loan remaining in Loan Group IV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IV, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIIV, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III IV as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March July 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II or Loan Group II III the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I I, Loan Group II and Loan Group II III and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IIII, Loan Group II and Loan Group III being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III as of the Cut-off Date; and (ii) with respect to Loan Group IV, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group IV and all property acquired in respect of any Mortgage Loan remaining in Loan Group IV, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group IV, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IIIIV, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III IV as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March April 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks).

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan or Group IIII Mortgage Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II Mortgage Loans as of the Cut-off Date; and (ii) with respect to Loan Group III, the purchase by the Terminating Entity Entity, at its election, of all Group III Mortgage Loans in Loan Group III and all property acquired in respect of any remaining Group III Mortgage Loan remaining in Loan Group IIILoan, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to with respect to Loan Group III, being herein referred to III as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group III Mortgage Loans in Loan Group IIILoans, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Group III Mortgage Loans in Loan Group III as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees Xxxxxxxxx Xxxx (other than with respect to Fairbanks). The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Back-Up Servicer, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (a) (i) with respect to Loan Group I or 1 and Loan Group II 2, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II such Mortgage Loans being herein referred to as the “"Optional Termination Date”") on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 510% or less of the aggregate Principal Aggregate Groups 1-2 Collateral Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Initial Cut-off Date; and; (iii) with respect to Loan Group III3, Loan Group 4 and Loan Group 5, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, such Mortgage Loans being herein referred to as the “"Optional Termination Date”") on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is less than or equal to 510% of the Aggregate Groups 3-5 Collateral Balance as of the Initial Cut-off Date; or (ii) with respect to Loan Group 6, the purchase by the Terminating Entity, at its election, of all Mortgage Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Loan Group, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to such Mortgage Loans being herein referred to as the "Optional Termination Date") on or less of after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group, at the time of the purchase is less than or equal to 10% of the Aggregate Loan Group III Balance for Loan Group 6 as of the Initial Cut-off Date; or. (Bb) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Loan Group 1 and Loan Group 2, the purchase by the Terminating Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group 1 and Loan Group 2, the "Trust Collateral") as described below; (ii) with respect to Loan Group 3, Loan Group 4 and Loan Group 5, the purchase by the Terminating Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group 3, Loan Group 4 and Loan Group 5, the "Trust Collateral") as described below; or (iii) with respect to Loan Group 6, the purchase by the Terminating Auction Purchaser of all Mortgage Loans in Loan Group 6 and all property acquired in respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group 6, the "Trust Collateral") as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Mr. Joseph P. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or thxx Xxxxxxxxx xx (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the related Cut-off Date”). The "Mortgage Loan Purchase Price Price" for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group(s) (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and unpaid Servicing Fees (other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity) and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the "Par Value") and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group(s) subject to such Optional Termination. The "Fair Market Value" shall be the fair market value of all of the property of the Trust related to the Loan Group(s) subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of any election to purchase Mortgage Loans pursuant to this Section and of the applicable Optional Termination Date. (d) On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group 1 and Loan Group 2 is less than 5% of the Aggregate Groups 1-2 Collateral Balance as of the Initial Cut-off Date (a "Terminating Auction Date"), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (a "Terminating Auction Purchaser") at the price offered by the Terminating Auction Purchaser (a "Mortgage Loan Terminating Auction Price"); provided, however, that the Seller shall be disqualified from being and may not be a Terminating Auction Purchaser. If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Terminating Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall sell the related Trust Collateral to the Terminating Auction Purchaser at that Mortgage Loan Terminating Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Terminating Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (a "Terminating Auction Sale") and of the Terminating Auction Date. Notwithstanding anything to the contrary herein, the Terminating Auction Purchaser shall not be the Depositor, DLJMC or any of their respective Affiliates. (e) On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group 3, Loan Group 4 and Loan Group 5 is less than 5% of the Aggregate Groups 3-5 Collateral Balance as of the Initial Cut-off Date (a "Terminating Auction Date"), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (a "Terminating Auction Purchaser") at the price offered by the Terminating Auction Purchaser (a "Mortgage Loan Terminating Auction Price"); provided, however, that the Seller shall be disqualified from being and may not be a Terminating Auction Purchaser. If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Terminating Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall sell the related Trust Collateral to the Terminating Auction Purchaser at that Mortgage Loan Terminating Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Terminating Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (a "Terminating Auction Sale") and of the Terminating Auction Date. Notwithstanding anything to the contrary herein, the Terminating Auction Purchaser shall not be the Depositor, DLJMC or any of their respective Affiliates. (f) On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group 6 is less than 5% of the Aggregate Loan Group Balance for Loan Group 6 as of the Initial Cut-off Date (a "Terminating Auction Date"), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (a "Terminating Auction Purchaser") at the price offered by the Terminating Auction Purchaser (a "Mortgage Loan Terminating Auction Price"); provided, however, that the Seller shall be disqualified from being and may not be a Terminating Auction Purchaser. If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Terminating Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall sell the related Trust Collateral to the Terminating Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Terminating Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (a "Terminating Auction Sale") and of the Terminating Auction Date. Notwithstanding anything to the contrary herein, the Terminating Auction Purchaser shall not be the Depositor, DLJMC or any of their respective Affiliates.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII or Loan Group II VIII, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group IIIIX, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March October 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect to Fairbanks) and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II II, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; andor (ii) with respect to Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII and Loan Group VIII, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees (other than with respect the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to Fairbanks)the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Back-Up Servicer, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or 1, Loan Group II 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7 the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 510% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group III8, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 510% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 September 2037 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups Group (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and unpaid Servicing Fees (other than with respect any unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity) and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or and Loan Group II VIII, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; andor (ii) with respect to Loan Group IIIII, Loan Group IV, Loan Group V and Loan Group VII, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; or (iii) with respect to Loan Group III and Loan Group VI, the purchase by the Terminating Entity, at its election, of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Groups, at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or Loan Group II I, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and at the applicable Mortgage Loan Group IIPurchase Price, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Group, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II as of the Cut-off Date; and; (ii) with respect to Loan Group IIIIV, Loan Group V and Loan Group VI, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups at the applicable Mortgage Loan Purchase Price, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to 5less than 10% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; or (iii) with respect to Loan Group III II and Loan Group III, the purchase by the Terminating Entity, at its election, of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups at the applicable Mortgage Loan Purchase Price, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Groups, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders and the Class I-A-5 Insurer of all amounts required to be distributed to them pursuant to this Agreement; or (i) with respect to Loan Group I, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group I, the “Trust Collateral”) as described below. (ii) with respect to Loan Group IV, Loan Group V and Loan Group VI, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in respect of any remaining Mortgage Loan in such Loan Groups (with respect to Loan Group IV, Loan Group V and Loan Group VI, the “Trust Collateral”) as described below; or (iii) with respect to Loan Group II and Loan Group III, the purchase by the Auction Purchaser of all Mortgage Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group II and Loan Group III, the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall sell the Trust Collateral to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group IV, Loan Group V and Loan Group VI at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall sell the Trust Collateral to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group II and Loan Group III at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”). If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall sell the Trust Collateral to the Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures on any Distribution Date for any six-month anniversary of the initial Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is Servicing any of the related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I I, Loan Group II, Loan Group III, Loan Group IV or Loan Group II V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; and (ii) with respect to Loan Group IIIVI, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroup, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, such Mortgage Loans being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroup, at the time of the purchase is less than or equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III as of the Cut-off Date; orand (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March September 2036 (the “Latest Possible Maturity Date”). The Mortgage Loan Purchase Price for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees and other amounts payable to the Trustee and Trust Administrator (other than with respect the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust. The “Fair Market Value” shall be the fair market value of all of the property of the Trust, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of the property of the Trust until it has received three bids, and the Fair Market Value shall be equal to Fairbanks)the highest of such three bids.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or Servicer, the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups Trust Fund created hereby shall terminate upon the earlier of: (i) with respect to Loan Group I or II, Loan Group II III and Loan Group V, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group I and Loan Group II Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group I and Loan Group IIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group I and Loan Group II Groups as of the Cut-off Date; andor (ii) with respect to Loan Group IIII and Loan Group IV, the purchase by the Terminating Entity Entity, at its election, of all Mortgage Loans in such Loan Group III Groups and all property acquired in respect of any remaining Mortgage Loan remaining in such Loan Group IIIGroups, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such Loan Group IIIGroups, at the time of the purchase is equal to less than 5% or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group III Groups as of the Cut-off Date; or (B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date in March 2036 (following the “Latest Possible Maturity third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date”). The “Mortgage Loan Purchase Price Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Groups (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan in the related Loan Groups related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Advances and Servicing Advances and unpaid Servicing Fees (Fees, other than with respect any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to Fairbanksthe Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or Loan Groups subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair market value of all of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such property of the Trust until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to this Section 11.01 and of the Optional Termination Date.