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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 TerminationTrust. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 TerminationTrust. 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 TerminationTrust, 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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 any Special Servicer, the Servicers, the Modification Oversight AgentServicer, the Seller, the Depositor, Depositor and the Trustee and the Trust Administrator created hereby with respect to the Trust Fund related Loan Group(s) created hereby shall terminate upon the earlier of: (Aa) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan 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 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, at the time of the purchase is less than or equal to 10% of the Aggregate Loan Balance; provided that if the Terminating Entity does not exercise such option, Ocwen, in its capacity as Servicer, may exercise such option on or after the date which the aggregate Principal Balance of the Mortgage Loans declines below 5% of the Aggregate Loan Balance as of the 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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 XxMx. 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Back-up Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to the Group 1 Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in Pool 1 and all property acquired in respect of any remaining Mortgage Loan in Loan Group 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; or (ii) with respect to the Group B Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Group B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan in Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 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 B Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Group B 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; or (C) with respect to Group B Mortgage Loans, the purchase by the Auction Purchaser of all Group B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (with respect to the Group 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 following the 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 with respect to the Group 1 Mortgage Loans shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Group 1 Mortgage Loan (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 related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable mortgage rate, and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, with respect to a 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 Trustee, Trust Administrator, Master Servicer and Trust Administrator Custodians (the sum of (i), (ii) and (iii), collectively, the “Group 1 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. 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 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 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 Group 1 Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 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 Group 1 Par Value, 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 Group 1 Par Value, and sells all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 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 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 pursuant to this Section 11.01 (an “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. The “Mortgage Loan Purchase Price” for any such Optional Termination with respect to the Group B Mortgage Loans shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Group B Mortgage Loan (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 B Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any REO Property related to a Group B Mortgage Loan, the lesser of (x) the appraised value of 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 B Mortgage Loan related to any REO Property, plus accrued and unpaid interest thereon at the applicable mortgage rate, and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, with respect to a Group B 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 “Group B Par Value”) and (b) the Fair Market Value of all of the property of the Trust related to the Loan Group or 2, Loan Groups subject to an Optional TerminationGroup 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10. The “Fair Market Value” shall be the fair market value of all of the property of the Trust related to the Loan Group or 2, Loan Groups subject to an Optional TerminationGroup 3 and Loan Group 4, 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 Group B 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 B Mortgage Loans at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group B Mortgage Loans as of the Cut-off Date (the “Group B Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 from at least three institutions that are regular purchasers and/or Seller 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 Group B Par Value, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 to the highest bidder (the “Group B Auction Purchaser”) at the price offered by the Group B Auction Purchaser (the “Group 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 Group B Par Value, the Trust Administrator shall, on each six-month anniversary of the initial Group B Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Group B Par Value, and sells all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 to the Group 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 B Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Group B Par Value. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group B Mortgage Loans of the sale of all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 pursuant to this Section 11.01 (an “Group B Auction Sale”) and of the Group B Auction Date. Notwithstanding anything to the contrary herein, the Group 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 any Special Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Majority Servicer on behalf of the Terminating Entity, at its electionthe direction of the Terminating Entity, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election be exercised 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 Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Stated Principal Balance of the 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 and, provided further, that the Majority Servicer on behalf of the Terminating Entity shall be required to obtain the consent of the Certificate Insurer if such purchase would cause a claim under the Policy or any Reimbursement Amounts would remain unpaid after giving effect to the termination; 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) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case case, (iii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iiiiv) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 bidsAdministrator. 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 Stated Principal Balance of the Mortgage Loans at the time of the purchase is less than 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans; provided, however, that the Trust Administrator may not solicit any such bids at any time while there are NIM Notes outstanding. 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 ValueMortgage Loan Purchase Price, the Trust Administrator shall sell all of the Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”), and provided further that the consent of the Certificate Insurer should be required for any bids if any claim would be made under the Policy or any Reimbursement Amounts would be unpaid after giving effect to the auction and termination. If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par ValueMortgage Loan Purchase Price, 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 ValueMortgage Loan Purchase Price, and sells all of 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 ValueMortgage Loan Purchase Price. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of all of the Trust Collateral 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, Servicer or the Servicers, the Modification Oversight AgentBack-Up Servicer, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund related Group or Groups created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7 or Loan Group 8, the purchase by the Terminating Entity, at its election, of all the 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 with respect to 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 LoansLoans in such Loan Groups, at the time of the purchase is less than or equal to 10% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Initial Cut-off Date; orand (ii) with respect to Loan Group 9, 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 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 sum of (1) the aggregate Principal Balance of the Mortgage Loans in such Loan Group as of the Initial Cut-off Date and (2) the Prefunded Amount; and (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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following in October 2037 (the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off “Latest Possible Maturity 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 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 related to any REO Property, in each case and (iii) any remaining unreimbursed 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), 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 TerminationTrust. 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 TerminationTrust, 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 the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such 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. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, Servicer or the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I, the purchase by the Terminating Entity, at its election, of all the Group I Mortgage Loans and all property acquired in respect of any remaining Group I Mortgage Loan 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, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group I Mortgage Loans, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Group I Mortgage Loans 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; 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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Datein November 2035. 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 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 Group related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, Depositor and the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) the purchase by the Terminating Entity, Entity at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan remaining, 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 Mortgage Loans, Loans at the time of the purchase is equal to 5% or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; or; (Bii) 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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 12 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 following in November 2032 (the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off “Latest Possible Maturity 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 each Loan 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 Net 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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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 affiliatescase.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Majority Servicer on behalf of the Terminating Entity, at its electionthe direction of the Terminating Entity, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election be exercised 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, at the time of the purchase is less than 10% of the aggregate Principal Balance of the 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; 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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Xxxxxxxxx Advances and unpaid Servicing 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), 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 bidsAdministrator. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans; provided, however, that the Trust Administrator may not solicit any such bids at any time while there are NIM Notes outstanding. 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 ValueMortgage Loan Purchase Price, the Trust Administrator shall sell all of the 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 ValueMortgage Loan Purchase Price, 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 ValueMortgage Loan Purchase Price, and sells all of 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 ValueMortgage Loan Purchase Price. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of all of the Trust Collateral 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, any Group 1 Special Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to the Group 1 Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in Pool 1 and all property acquired in respect of any remaining Mortgage Loan in Loan Group 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; 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 2, Loan Group 3 and Loan Group 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, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Group C-B Mortgage Loans as of the Cut-off Date; provided however, that the Majority Servicer on behalf of the Terminating Entity shall be required to obtain the consent of the Certificate Insurer if such purchase would cause a claim under the Policy or any Reimbursement Amounts would remain unpaid after giving effect to the termination; 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 following the 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 with respect to the Group 1 Mortgage Loans shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Group 1 Mortgage Loan (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 related to any REO Property, in each case (iii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iiiiv) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, with respect to a 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 Trustee, Trust Administrator, Master Servicer and Trust Administrator Custodians (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 Group 1 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group 5, Loan Group 6 and Loan Group 7, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans 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 (ii) with respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 8, Loan Group 9 and Loan Group 10, 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 (Ci) with respect to Loan Group 5, Loan Group 6 and Loan Group 7, 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 5, Loan Group 6 and Loan Group 7, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 8, Loan Group 9 and Loan Group 10, 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 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 8, Loan Group 9 and Loan Group 10, 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 5, Loan Group 6 and Loan Group 7 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 5, Loan Group 6 and Loan Group 7 from at least three institutions that are regular purchasers and/or Seller 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 5, Loan Group 6 and Loan Group 7 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 5, Loan Group 6 and Loan Group 7 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 2 or Loan Group 6 of the sale of all of the related Trust Collateral for Loan Group 5, Loan Group 6 and Loan Group 7 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 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 8, Loan Group 9 and Loan Group 10 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 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 8, Loan Group 9 and Loan Group 10 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, Loan Group 8, Loan Group 9 and Loan Group 10 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, Loan Group 8, Loan Group 9 and Loan Group 10 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 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 8, Loan Group 9 and Loan Group 10 of the sale of all of the related Trust Collateral for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 8, Loan Group 9 and Loan Group 10 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, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I and Loan Group II, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans in such Loan Groups, at the time of the purchase is less than 105% 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) $91,500,000; or (ii) with respect to Loan Group III and Loan Group IV, 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group 1, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans 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 (ii) with respect to Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, 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 (C) (i) with respect to Loan Group 21, 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 1, 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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.or

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I and Loan Group II, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans in such Loan Groups, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date, provided that the Terminating Entity may not exercise such Optional Termination on any Distribution Date for which the Par Value exceeds the Fair Market Value; 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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Advances and unpaid Servicing 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 Fees (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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan in any 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, Loans at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the 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 (Cc) the purchase by the Auction Purchaser of all Mortgage Loans in and all property acquired in respect of any remaining Mortgage Loan in any Loan Group (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 Mortgage Loans 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 Mortgage Loans subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class AR-L AR Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L AR 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 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 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 the Servicer that is servicing any of the Mortgage Loans of the sale of all of the related Trust Collateral 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 ServicerServicers, the Special Servicer, Servicer or the Servicers, the Modification Oversight AgentBack-Up Servicer, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund related Group or Groups created hereby shall terminate upon the earlier of: (Ai) with respect Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 or Loan Group 10, the purchase by the Terminating Entity, at its election, of all the 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 with respect to 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 LoansLoans in such Loan Groups, at the time of the purchase is less than or equal to 10% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; orand (ii) with respect to Loan Group 11, 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 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 Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Date; and (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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following in May 2037 (the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off “Latest Possible Maturity 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 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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing 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 with respect to the Terminating Entity, 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 related to the Loan Group or Loan Groups subject to an Optional TerminationTrust. 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 TerminationTrust, 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 the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such 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. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to the Pool 1 Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in Pool 1 and all property acquired in respect of any remaining Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 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 Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans in Pool 1 as of the Cut-off Date; or (ii) with respect to the Pool 2 Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in Pool 2 and all property acquired in respect of any remaining Mortgage Loan in Loan Group 5, Loan Group 6 and Loan Group 7 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, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans in Pool 2 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 (Ci) 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, the purchase by the Auction Purchaser of all Mortgage Loans in Pool 2 and all property acquired in respect of any remaining Mortgage Loan in Pool 2 (with respect to Pool 2, 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 and Loan Group 4 from at least three institutions that are regular purchasers and/or Seller 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 and Loan Group 4 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 and Loan Group 4 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 and Loan Group 4 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans in Pool 2 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 5, Loan Group 6 and Loan Group 7 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 5, Loan Group 6 and Loan Group 7 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 5, Loan Group 6 and Loan Group 7 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 of the sale of all of the related Trust Collateral for Loan Group 5, Loan Group 6 and Loan Group 7 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, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, provided that the Terminating Entity may not exercise such Optional Termination on any Distribution Date for which the Par Value exceeds the Fair Market Value; 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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Advances, Servicing Advances and unpaid Servicing Fees, other than any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due with respect to the Terminating EntityFairbanks, 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 TerminationTrust. 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 TerminationTrust, 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I, Loan Group III and Loan Group IV, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans in such Loan Groups, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; or (ii) with respect to Loan Group II, Loan Group V 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, Servicer or the Servicers, the Modification Oversight AgentBack-Up Servicer, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund related Group or Groups created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I, Loan Group II, Loan Group III or Loan Group IV, the purchase by the Terminating Entity, at its election, of all the 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 with respect to 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 LoansLoans in such Loan Groups, at the time of the purchase is less than or equal to 10% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; orand (ii) with respect to Loan Group V, 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 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 Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Date; and (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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following in April 2037 (the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off “Latest Possible Maturity 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 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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing 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 with respect to the Terminating Entity, 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 related to the Loan Group or Loan Groups subject to an Optional TerminationTrust. 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 TerminationTrust, 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 the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such 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. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) with respect to the Mortgage Loans, the purchase by the Terminating Entity, at its election, of all of the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date; orprovided that the Terminating Entity may not exercise such Optional Termination on any Distribution Date for which the Par Value exceeds the Fair Market Value; and (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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Advances and unpaid Servicing 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 Fees (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 TerminationTrust. 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 Terminationtrust, 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 the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such 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. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Back-up Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to the Group 1 Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in Pool 1 and all property acquired in respect of any remaining Mortgage Loan in Loan Group 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; or (ii) with respect to the Group B Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Group B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan in Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 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 B Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Group B 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; or (Ci) 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 B Mortgage Loans, the purchase by the Auction Purchaser of all Group B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (with respect to the Group 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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 the 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 Seller 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 ValueValue 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 ValueValue 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 ValueValue 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 B Mortgage Loans at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group B Mortgage Loans as of the Cut-off Date (the “Group B Auction Date”), the Trust Administrator shall solicit bids for the all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 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 B Mortgage Loans, the Trust Administrator shall sell all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 to the highest bidder (the “Group B Auction Purchaser”) at the price offered by the Group B Auction Purchaser (the “Group 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 B Mortgage Loans, the Trust Administrator shall, on each six-month anniversary of the initial Group 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 B Mortgage Loans, and sells all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 to the Group 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 B Auction Date unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par ValueValue for the Group B Mortgage Loans. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Group B Mortgage Loans of the sale of all of the related Trust Collateral for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group 10 pursuant to this Section 11.01 (an “Group B Auction Sale”) and of the Group B Auction Date. Notwithstanding anything to the contrary herein, the Group 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, Servicer or the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I, the purchase by the Terminating Entity, Olympus at its election, of all the Group I Mortgage Loans and all property acquired in respect of any remaining Group I Mortgage Loan Loan, 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, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Group I Mortgage Loans, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Group I Mortgage Loans as of the Cut-off Date; and (ii) with respect to Loan Group II, the purchase by Olympus 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 Olympus 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; and (iii) with respect to Loan Group IV, the purchase by Olympus at its election, of all Group IV Mortgage Loans and all property acquired in respect of any remaining Group IV Mortgage Loans, which purchase right Olympus 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Datein August 2035. 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 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 Group related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Loan Group 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 LoansLoans 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; (ii) with respect to Loan Group II, Loan Group III, Loan Group IV 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 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 (iii) with respect to Loan Group V, Loan Group VI, Loan Group VII and Loan Group IX, 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 of all amounts required to be distributed to them pursuant to this Agreement; or (Ci) with respect to Loan Group I, 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, the “Trust Collateral”) as described below; (ii) with respect to Loan Group II, Loan Group III, Loan Group IV 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 II, Loan Group III, Loan Group IV and Loan Group VIII, the “Trust Collateral”) as described below; or (iii) with respect to Loan Group V, Loan Group VI, Loan Group VII and Loan Group IX , 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 V, Loan Group VI, Loan Group VII and Loan Group IX, 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 all of the related Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 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 upon receipt of such bid shall sell the Trust Collateral to the Auction Purchaser at the that Mortgage Loan Purchase 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 Servicing any of the related Mortgage Loans of the sale of all of the related Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group II, Loan Group III, Loan Group IV 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 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 contrary hereinMortgage 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 Depositor or DLJMC or 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 their respective affiliatesthe 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 V, Loan Group VI, Loan Group VII 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 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group 2 and Loan Group 6, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans 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 (ii) with respect to Loan Group 1, Loan Group 3, Loan Group 4 and Loan Group 5, 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 (Ci) with respect to Loan Group 2 and Loan Group 6, 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 2 and Loan Group 6, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group 1, Loan Group 3, Loan Group 4 and Loan Group 5, 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 1, Loan Group 3, Loan Group 4 and Loan Group 5, 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 2 and Loan Group 6 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 2 and Loan Group 6 from at least three institutions that are regular purchasers and/or Seller 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 2 and Loan Group 6 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 2 and Loan Group 6 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 2 or Loan Group 6 of the sale of all of the related Trust Collateral for Loan Group 2 and Loan Group 6 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 1, Loan Group 3, Loan Group 4 and Loan Group 5 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 1, 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 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 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 Loan Group 1, Loan Group 3, Loan Group 4 and Loan Group 5 of the sale of all of the related Trust Collateral for Loan Group 1, 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.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer, any Group 1 Special Servicer, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to the Pool 1 Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in Pool 1 and all property acquired in respect of any remaining Mortgage Loan in Loan Group 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 Principal Balance of the Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans in Pool 1 as of the Cut-off Date; or (ii) with respect to the Group C-B Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in Pool 2 and all property acquired in respect of any remaining Mortgage Loan in Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 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, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans in Pool 2 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 (C) with respect to Group C-B Mortgage Loans, the purchase by the Auction Purchaser of all Mortgage Loans in Pool 2 and all property acquired in respect of any remaining Mortgage Loan in Pool 2 (with respect to Pool 2, 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 CB Mortgage Loans at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group CB Mortgage Loans 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 2, Loan Group 3, Loan Group 4 and Loan Group 5 from at least three institutions that are regular purchasers and/or Seller 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 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 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 Group CB Mortgage Loans of the sale of all of the related Trust Collateral for 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.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I and Loan Group III, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans in such Loan Groups, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Mortgage Loans in such Loan Groups as of the Cut-off Date; or (ii) with respect to Loan Group II, 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 5% 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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group 3 and Loan Group 4, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans 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 (ii) with respect to Loan Group 1, Loan Group 2 and Loan Group 5, 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 (Ci) with respect to Loan Group 3 and Loan Group 4, 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 3 and Loan Group 4, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group 1, Loan Group 2 and Loan Group 5, 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 1, Loan Group 2 and Loan Group 5, 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 3 and Loan Group 4 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 3 and Loan Group 4 from at least three institutions that are regular purchasers and/or Seller 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 3 and Loan Group 4 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 3 and Loan Group 4 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 3 or Loan Group 4 of the sale of all of the related Trust Collateral for Loan Group 3 and Loan Group 4 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 1, Loan Group 2 and Loan Group 5 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 1, Loan Group 2 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 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 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 Loan Group 1, Loan Group 2 or Loan Group 5 of the sale of all of the related Trust Collateral for Loan Group 1, Loan Group 2 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.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the any Special Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Majority Servicer on behalf of the Terminating Entity, at its electionthe direction of the Terminating Entity, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election be exercised 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 Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Stated Principal Balance of the 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 and, provided further, that the Majority Servicer on behalf of the Terminating Entity shall be required to obtain the consent of the Certificate Insurer if such purchase would cause a claim under the Policy or any Reimbursement Amounts would remain unpaid after giving effect to the termination; 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) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case case, (iii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iiiiv) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 bidsAdministrator. 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 Stated Principal Balance of the Mortgage Loans at the time of the purchase is less than 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans; provided, however, that the Trust Administrator may not solicit any such bids at any time while there are NIM Notes outstanding. 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 ValueMortgage Loan Purchase Price, the Trust Administrator shall sell all of the Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”), and provided further that the consent of the Certificate Insurer should be required for any bids if any claim would be made under the Policy or any Reimbursement Amounts would be unpaid after giving effect to the auction and termination. If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par ValueMortgage Loan Purchase Price, 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 ValueMortgage Loan Purchase Price, and sells all of 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 ValueMortgage Loan Purchase Price. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of all of the Trust Collateral 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, Servicer or the Servicers, the Modification Oversight AgentBack-Up Servicer, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund related Group or Groups created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 the purchase by the Terminating Entity, at its election, of all the 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 with respect to 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 LoansLoans in such Loan Groups, at the time of the purchase is less than or equal to 10% of the sum of (1) the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Groups as of the Initial Cut-off Date and (2) the Prefunded Amount; and (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 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 Stated Principal Balance of the Mortgage Loans in such Loan Group as of the Initial 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following in July 2037 (the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off “Latest Possible Maturity 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 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 related to any REO Property, in each case and (iii) any remaining unreimbursed 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), 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 TerminationTrust. 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 TerminationTrust, 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 the property of the Trust, the Terminating Entity, or an agent appointed by the Terminating Entity, shall solicit bids for all of such 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. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, Servicer or the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I, the purchase by the Terminating Entity, Olympus at its election, of all the Group I Mortgage Loans and all property acquired in respect of any remaining Group I Mortgage Loan Loan, 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 being herein referred to as the “"Optional Termination Date”") on or after the date on which the aggregate Principal Balance of the Group I Mortgage Loans at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group I Mortgage Loans as of the Cut-off Date; and (ii) with respect to Loan Group II, the purchase by Olympus 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 Olympus 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 105% of the aggregate Principal Balance of the Group II 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 BritainSxxxxx xx Xxxxx Xxxxxxn, living on the date of execution of this Agreement or (ii) the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Datein June 2032. 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 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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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.of

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer, the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, provided that the Terminating Entity may not exercise such Optional Termination on any Distribution Date for which the Par Value exceeds the Fair Market Value; 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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Advances, Servicing Advances and unpaid Servicing Fees, other than any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Feeswith respect to Fairbanks, if any, due to the 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, Servicer or the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 105% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date; orDate;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 (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing 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 with respect to the Terminating Entity, and other amounts payable to the Trustee and Trust Administrator (the sum of (iFairbanks), (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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, any Group 1 Special Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to the Group 1 Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Mortgage Loans in Pool 1 and all property acquired in respect of any remaining Mortgage Loan in Loan Group 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; provided, further, that the Majority Servicer on behalf of the Terminating Entity shall be required to obtain the consent of the Certificate Insurer if such purchase would cause a claim under the Policy or any Reimbursement Amounts would remain unpaid after giving effect to the termination; or (ii) with respect to the Group D-B Mortgage Loans, the purchase by the Terminating Entity, at its election, of all the Group D-B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan in Loan Group 2, Loan Group 3 and Loan Group 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 D-B Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Group D-B 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 and the Certificate Insurer of all amounts required to be distributed to them pursuant to this Agreement; or (C) with respect to Group D-B Mortgage Loans, the purchase by the Auction Purchaser of all Group D-B Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (with respect to the Group D-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 following the 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 with respect to the Group 1 Mortgage Loans shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Group 1 Mortgage Loan (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 related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable mortgage rate, and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, with respect to a 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 Trustee, the Insurer, Trust Administrator, Master Servicer and Trust Administrator Custodians (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 and the Certificate Insurer of election to purchase the Group 1 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group 5, Loan Group 6 and Loan Group 8, the purchase by the Terminating Entity, at its election, of all the 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 LoansLoans 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 (ii) with respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 7, 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 (Ci) with respect to Loan Group 5, Loan Group 6 and Loan Group 8, 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 5, Loan Group 6 and Loan Group 8, the “Trust Collateral”) as described below; or (ii) with respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 7, 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 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 7, 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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 5, Loan Group 6 and Loan Group 8 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 5, Loan Group 6 and Loan Group 8 from at least three institutions that are regular purchasers and/or Seller 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 5, Loan Group 6 and Loan Group 8 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 5, Loan Group 6 and Loan Group 8 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 5, Loan Group 6 or Loan Group 8 of the sale of all of the related Trust Collateral for Loan Group 5, Loan Group 6 and Loan Group 8 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 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 7 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 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 7 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 7 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 7 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 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 7 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 7 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 any Special Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Majority Servicer on behalf of the Terminating Entity, at its electionthe direction of the Terminating Entity, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan Loan, which purchase right the Terminating Entity may exercise at its sole and exclusive election be exercised 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, at the time of the purchase is less than 10% of the aggregate Principal Balance of the 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 and, provided further, that the Majority Servicer on behalf of the Terminating Entity shall be required to obtain the consent of the Certificate Insurer if such purchase would cause a claim under the Policy or any Reimbursement Amounts would remain unpaid after giving effect to the termination; 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) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case case, (iii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iiiiv) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 bidsAdministrator. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans; provided, however, that the Trust Administrator may not solicit any such bids at any time while there are NIM Notes outstanding. 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 ValueMortgage Loan Purchase Price, the Trust Administrator shall sell all of the Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”), and provided further that the consent of the Certificate Insurer should be required for any bids if any claim would be made under the Policy or any Reimbursement Amounts would be unpaid after giving effect to the auction and termination. If the Trust Administrator receives less than three bids, or does not receive any bid that is equal to or greater than the Par ValueMortgage Loan Purchase Price, 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 ValueMortgage Loan Purchase Price, and sells all of 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 ValueMortgage Loan Purchase Price. The Trust Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of all of the Trust Collateral 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 Subject to Section 12.3, the obligations and responsibilities of the Master Servicer, the Special Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee Originator, the Sellers, the Servicer and the Trust Administrator Trustee created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Aa) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan which purchase right the Terminating Entity may exercise at its sole and exclusive election as of on any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the sum of the aggregate Scheduled Principal Balance of the Mortgage Loans, at Loans and the time of the purchase Pre-Funded Amount on such Distribution Date is 10% or less than 10% the sum of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date; orDate and the Original Pre-Funded Amount, the purchase by the Servicer (or an Affiliate) of all Mortgage Loans and REO Properties remaining in the Trust Fund (any such event, an “Optional Termination”) at the price equal to the sum of (i) 100% of the Scheduled Principal Balance of each Mortgage Loan plus one month’s accrued interest thereon at the applicable Adjusted Net Mortgage Rate and any unpaid interest shortfall due on the outstanding Certificates up to and including the first day of the month in which the Termination Price is paid plus (ii) the fair market value of the REO Property as determined in good faith by the Servicer, plus (iii) unreimbursed Advances and any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties, plus (iv) all amounts, if any, then due and owing to the Trustee and the Servicer under this Agreement (the “Termination Price”), and (Bb) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the or other 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 (iiiii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the “Trust Collateral”) as described below. In no event shall the trust trusts 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 Jxxxxx X. KennedyXxxxxxx, former the late Ambassador of the United States to Great Britainthe Court of St. James’s, living on the date of execution of this Agreement or hereof and (ii) the Final Scheduled Distribution Date following the 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 If the Servicer elects to terminate the greater of Trust Fund pursuant to clause (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon from above, at least 20 days prior to the date notice is to which such interest was paid or advanced at be mailed to 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 Propertyaffected Certificateholders, 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 Servicer shall notify the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), collectively, the “Par Value”) and (b) the Fair Market Value of all of the property of date the Servicer intends to terminate 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 Fund 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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 Subject to Section 13.3, the obligations and responsibilities of the Master Servicer, the Special Servicer, the Servicers, the Modification Oversight AgentDepositor, the Seller, the DepositorServicer, the Trustee Master Servicer, the Securities Administrator and the Trust Administrator Trustee created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Aa) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan which purchase right the Terminating Entity may exercise at its sole and exclusive election as of on 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, at the time of the purchase is less than 10% sum of the aggregate Scheduled Principal Balance of the Mortgage Loans as of on such Distribution Date is 10% or less than the Cut-off Date; orDate Balance, the purchase by the Servicer (or an Affiliate) of all Mortgage Loans and REO Properties remaining in the Trust Fund (any such event, a “Clean-up Call”) at the price equal to the sum of (i) 100% of the Scheduled Principal Balance of each Mortgage Loan plus one month’s accrued interest thereon at the applicable Adjusted Net Mortgage Rate and any unpaid interest shortfall due on the outstanding Certificates up to and including the first day of the month in which the Termination Price is paid plus (ii) the fair market value of the REO Property as determined in good faith by the Servicer, plus (iii) unreimbursed Advances and any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties, plus (iv) all amounts, if any, then due and owing to the Master Servicer and the Servicer under this Agreement (the “Termination Price”), and (Bb) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the or other 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 (iiiii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the “Trust Collateral”) as described below. In no event shall the trust trusts 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. KennedyXxxxxxx, former the late Ambassador of the United States to Great Britainthe Court of St. James’s, living on the date of execution of this Agreement or hereof and (ii) the Final Scheduled Distribution Date following the 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 Servicer, or the Master Servicer, in the order described below, may elect to terminate the greater of Trust Fund pursuant to clause (a) above. The Servicer shall first have the sum of (i) 100% of right to exercise the Stated Principal Balance of each Mortgage Loan (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 purchase option described 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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 foregoing sentence 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 written 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”)Depositor, the Trust Securities Administrator shall solicit bids for and the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller in the secondary market of residential whole mortgage loans similar to the Mortgage LoansTrustee. If the Trust Administrator receives at least three bids for all Servicer does not exercise its right within 30 days of the Trust Collateral, and one of such bids is equal first becoming eligible to or greater than the Par Valuedo so, the Trust Administrator Master Servicer shall sell all of then have the Trust Collateral right to exercise such purchase option for 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 sixnext 30-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 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 day period upon written notice to the Rating Agencies and each Servicer that is servicing any of the Mortgage Loans of the sale of all of the Trust Collateral pursuant to this Section 11.01 (an “Auction Sale”) and of the Auction Date. Notwithstanding anything to the contrary hereinDepositor, the Auction Purchaser shall not be Securities Administrator and the Depositor or DLJMC or any of their respective affiliatesTrustee.

Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer, Servicer or the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan 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 as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 105% of the aggregate Principal Balance of the 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (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 following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Datein December 2035. 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 (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Xxxxxxxxx Advances and Servicing Advances and unpaid Servicing 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), 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 bidsXxxxxxxxx Xxxx. 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, Servicer or the Servicers, the Modification Oversight Agent, the SellerSellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Ai) with respect to Loan Group I, the purchase by the Terminating Entity, Olympus at its election, of all the Group I Mortgage Loans and all property acquired in respect of any remaining Group I Mortgage Loan Loan, 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 being herein referred to as the “"Optional Termination Date”") on or after the date on which the aggregate Principal Balance of the Group I Mortgage Loans at the time of the purchase is less than 5% of the aggregate Principal Balance of the Group I Mortgage Loans as of the Cut-off Date; and (ii) with respect to Loan Group II, the purchase by Olympus 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 Olympus 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 105% of the aggregate Principal Balance of the Group II 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; or (C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the “Trust Collateral”) as described below. 130 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 following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Datein April 2032. 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 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 Group related to any REO Property, in each case and (iii) any remaining unreimbursed Advances, Servicing Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of: (Aa) (i) the purchase by the Terminating EntityServicer, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan Loan, which purchase right the Terminating Entity Servicer 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, Loans at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the 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 and the Certificate Insurer of all amounts required to be distributed to them pursuant to this Agreement; or (Cc) the purchase by the Auction Purchaser of all Mortgage Loans in and all property acquired in respect of any remaining Mortgage Loan (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 following the 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 greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (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 related to any REO Property, in each case and (iii) any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing 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), 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 at the time of the purchase is less than 5% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (the “Auction Date”), the Trust Administrator shall solicit bids for the all of the Trust Collateral from at least three institutions that are regular purchasers and/or Seller 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 Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell all of the 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 all of 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 Mortgage Loans of the sale of all of the Trust Collateral 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.