Common use of Additional Termination Requirements Clause in Contracts

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01II, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Master Servicer on behalf as agent of the Trust shall sell all of the assets of REMIC I and REMIC II to the Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.019.01(a), REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II ▇▇▇▇▇ ▇▇▇ as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.019.01(b), the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇ and REMIC II▇▇▇▇▇ ▇▇▇; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Servicer for cash in the amount specified in Section 9.019.01(a). (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of REMIC I I, REMIC II and REMIC II III as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I I, REMIC II and REMIC IIIII; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Master Servicer on behalf as agent of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC II VI shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC II VI to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC II VI as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC II VI to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC II VI meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, REMIC I IV, REMIC V and REMIC IIVI; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC II VI to the Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf as agent of the Trust shall sell all of the assets of REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event that the Servicer exercises its purchase option as provided in Section 9.01related Terminator purchases all the Group 1 Mortgage Loans and each related REO Property or all the Group 2 Mortgage Loans and each related REO Property, REMIC I I-A (in the case of a purchase of all the Group 1 Mortgage Loans and each related REO Property) or REMIC II II-A (in the case of a purchase of all the Group 2 Mortgage Loans and each related REO Property) shall be terminated terminated, in each case in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply requirements (or in connection with the requirements final payment on or other liquidation of this Section 9.02 will not the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A, the additional requirement specified in clause (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding:below): (i) Within 90 days prior to The Trust Administrator shall specify the final Distribution Date set forth first day in the notice given by the Trustee under 90-day liquidation period in a statement attached to REMIC I-A’s or REMIC II-A’s, as applicable, final Tax Return pursuant to Treasury regulation Section 9.011.860F-1, the Tax Matters Person and such termination shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and; (ii) At or after the time of adoption of During such a plan of complete 90-day liquidation period, and at or prior to the time of making of the final Distribution Datepayment on the Certificates, the Servicer Trust Administrator on behalf of the Trust Trustee shall sell all of the assets of REMIC I and I-A or REMIC II II-A, as applicable, to the Servicer related Terminator for cash; and (iii) At the time of the making of the final payment on the related Certificates, the Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class 1-R Certificates all cash on hand in REMIC I-A and to the amount specified Holders of the Class 2-R Certificates all cash on hand in Section 9.01REMIC II-A (in each case other than cash retained to meet claims), and either REMIC I-A or REMIC II-A, as applicable, shall terminate at that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC, as applicable, pursuant to this Section 9.02. (c) By its their acceptance of any Residual CertificateCertificates, the Holder Holders thereof hereby agrees agree to authorize the Tax Matters Person and Trust Administrator to specify the Trustee to adopt such a plan of complete 90-day liquidation period for each REMIC, as applicable, which authorization shall be binding upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeall successor Certificateholders.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I I, REMIC II and REMIC II III as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I I, REMIC II and REMIC IIIII; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Master Servicer on behalf as agent of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Master Servicer on behalf as agent of the Trust shall sell all of the assets of REMIC I and REMIC II to the Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II ▇▇▇▇▇ ▇▇▇ as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II▇▇▇▇▇ ▇▇▇; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II ▇▇▇▇▇ ▇▇▇ as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II▇▇▇▇▇ ▇▇▇; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf as agent of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, Each REMIC I and REMIC II shall be terminated in accordance with the following additional requirementsrequirements including upon the exercise by the Servicer of an optional redemption of the Notes pursuant to Section 8.08 of the Servicing Agreement, unless the ServicerOwner Trustee, at its own expense, obtains for the Trustee REMIC Administrator and the Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Owner Trustee) to the effect that the failure of the REMIC I and REMIC II to comply with the requirements of this Section 9.02 8.02 will not (i) result in the imposition on the Trust Estate of taxes on “"prohibited transactions” of REMIC I and REMIC II ," as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II any of the REMICs to fail to qualify as a REMIC at any time that any Certificates are Certificate is outstanding: (i) Within 90 days prior The Servicer shall establish a 90-day liquidation period for such REMIC and specify the first day of such period in a statement, which the Indenture Trustee shall attach to the Trust Estate's final Distribution Date set forth in the notice given by the Trustee under Tax Return pursuant to Treasury regulations Section 9.01, the Tax Matters Person 1.860F-1. The Servicer also shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan satisfy all of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation for a REMIC under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) The Servicer shall notify the Owner Trustee and the Indenture Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Owner Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Estate in accordance with the terms hereof; and (iiiii) At or after If the time Servicer is exercising its right to purchase the assets of adoption of such a plan of complete the Trust Estate, the Servicer shall, during the 90-day liquidation period and at or prior to the final Distribution Final Payment Date, the Servicer on behalf of the Trust shall sell purchase all of the assets of REMIC I and REMIC II to the Servicer Trust Estate for cash in the amount specified in Section 9.01cash. (b) By its acceptance Each Holder of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person a Security and the Owner Trustee hereby irrevocably approves and appoints the Servicer as its attorney-in-fact to adopt such a plan of complete liquidation upon for the written request REMIC at the expense of the Tax Matters Person Trust Estate in accordance with the terms and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeconditions of this Agreement.

Additional Termination Requirements. (a) In Upon the event receipt of the Servicer exercises its purchase option as provided final distribution to be made on the Deposited Underlying Certificates in Section 9.01accordance with the terms and conditions of the Underlying Agreement, REMIC I and REMIC II the Holder of the Class A-R Certificate shall cause the Trust Fund to be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 7.03 will not (i) result in the imposition of taxes on “"prohibited transactions” of " on any REMIC I and REMIC II as described defined in Section section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i1) Within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution Date set forth in the notice given by the Trustee under Section 9.01Master Servicer in accordance with the terms of the Underlying Agreement, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall prepare, at the expense of the "tax matters person," and adopt a plan of complete liquidation on behalf within the meaning of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the ServicerTrustee or the Tax Matters Person), on behalf meets the requirements of REMIC I and REMIC IIa qualified liquidation; and (ii2) At or Within 90 days after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Dateliquidation, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust Fund to the Servicer Holder of the Class A-R Certificate for cash in the amount specified in accordance with Section 9.017.01. (b) By its acceptance of The Trustee as agent for any Residual Certificate, the Holder thereof REMIC created herunder hereby agrees to authorize the Tax Matters Person adopt and the Trustee to adopt sign such a plan of complete liquidation upon the written request of the Tax Matters Person Holder of the Class A-R Certificate, and the Trustee receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Holder of the TrusteeClass A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following additional requirementsrequirements including upon the exercise by the Servicer of an optional redemption of the Notes pursuant to Section 8.08 of the Servicing Agreement, unless the ServicerOwner Trustee, at its own expense, obtains for the Trustee REMIC Administrator and the Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Owner Trustee) to the effect that the failure of any REMIC I and REMIC II to comply with the requirements of this Section 9.02 8.02 will not (i) result in the imposition on the Trust Estate of taxes on “"prohibited transactions” of REMIC I and REMIC II ," as described in Section 860F of the Code, or (ii) cause either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are Certificate is outstanding: (i) Within 90 days prior The Servicer shall establish a 90-day liquidation period for such REMIC and specify the first day of such period in a statement, which the Indenture Trustee shall attach to the Trust Estate's final Distribution Date set forth in the notice given by the Trustee under Tax Return pursuant to Treasury regulations Section 9.01, the Tax Matters Person 1.860F-1. The Servicer also shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan satisfy all of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation for a REMIC under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) The Servicer shall notify the Owner Trustee and the Indenture Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Owner Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Estate in accordance with the terms hereof; and (iiiii) At or after If the time Servicer is exercising its right to purchase the assets of adoption of such a plan of complete the Trust Estate, the Servicer shall, during the 90-day liquidation period and at or prior to the final Distribution Final Payment Date, the Servicer on behalf of the Trust shall sell purchase all of the assets of REMIC I and REMIC II to the Servicer Trust Estate for cash in the amount specified in Section 9.01cash. (b) By its acceptance Each Holder of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person a Security and the Owner Trustee hereby irrevocably approves and appoints the Servicer as its attorney-in-fact to adopt such a plan of complete liquidation upon for such REMIC at the written request expense of the Tax Matters Person Trust Estate in accordance with the terms and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeconditions of this Agreement.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided (x) pursuant to Section 11.01 (i) and Section 11.01 (ii) concurrently or (y) pursuant to either Section 11.01 (i) or Section 11.01 (ii) and there are no remaining outstanding Mortgage Loans in Section 9.01the Trust Fund after giving effect to such purchase option, REMIC I and REMIC II the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of any REMIC I and REMIC II created hereunder, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Terminating Entity under Section 9.0111.02, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation on behalf of Subsidiary REMIC I and 1 or Subsidiary REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder2, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IIapplicable; and (ii) At at or after the time of adoption of any such plan of complete liquidation for Subsidiary REMIC 1 or Subsidiary REMIC 2, as applicable, at or prior to the final Distribution Date, the Trustee shall sell all of the assets of Subsidiary REMIC 1 or Subsidiary REMIC 2, as applicable, to the Depositor for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation and at or but prior to the final Distribution Date, the Servicer on behalf Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by Terminating Entity in respect of one Subsidiary REMIC pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination in respect of the other Subsidiary REMIC (the “Second Subsidiary REMIC”) pursuant to Section 11.01, the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of the REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: concurrently with the adoption of the plan of complete liquidation of the Second Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of the Master REMIC; and at or after the time of adoption of any such plan of complete liquidation for the Master REMIC, at or prior to the final Distribution Date of the Second Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of the Master REMIC I and REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of the Master REMIC prior to the close of that calendar quarter. (bc) By its acceptance of any Residual a Class AR or Class AR-L Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person Master REMIC, Subsidiary REMIC 1a, Subsidiary REMIC 1b or the TrusteeSubsidiary REMIC 2, as applicable.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in an Optional Termination pursuant to Section 9.0111.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC I and REMIC II holding the Mortgage Loans shall be terminated liquidated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of REMIC I and REMIC II any REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Trust Administrator under Section 9.0111.03, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Class AR-L Certificates shall adopt a plan of complete liquidation on behalf of Subsidiary REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II1; and (ii) At at or after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of such Subsidiary REMIC to the Terminating Entity for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section if no Subsidiary REMIC shall remain outstanding following such termination, the Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution DateDate of the Subsidiary REMIC, the Servicer on behalf of the Trust Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of the Master REMIC or either Middle REMIC prior to the close of that calendar quarter. (bc) By its acceptance of any a Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person or the TrusteeMaster REMIC, each Middle REMIC and Subsidiary REMIC 1.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.019.01(a), REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II ▇▇▇▇▇ ▇▇▇ as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.019.01(a), the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇ and REMIC II▇▇▇▇▇ ▇▇▇; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Servicer for cash in the amount specified in Section 9.019.01(a). (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan plans of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. In the event that (a) In the event holder of a Class Certificate representing greater than a __% Percentage Interest in such Class, the Servicer or the Depositor exercises its purchase option as provided in Section 9.019.1(c) or (b) the procedures for sale of all Mortgage Loans as provided in Section 9.1(d) are initiated, REMIC I and REMIC II the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for : provided that the Trustee has received an Opinion of Counsel or other evidence to the effect that the failure termination of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not Trust Fund (i) result in the imposition will constitute a "qualified liquidation" of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F each of the Code, or Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Code Section 860F(a)(4)(A-3) and (ii) will not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (ia) Within 90 days prior to the final Distribution Date set forth in the The notice given by the Trustee holder of a Class ______ Certificate representing greater than a __% Percentage Interest in such Class, under Section 9.01, 9.1 shall provide that such notice constitutes the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt adoption of a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, Trust Fund as evidenced by an Opinion of Counsel obtained at the expense of the date of such notice (or, if earlier, the date on which the first such notice is mailed to the Trustee and the Servicer, on behalf ). The Trustee shall also specify such date in a statement attached to the final tax returns of each of the Upper-Tier REMIC I and REMIC IIthe Lower-Tier REMIC; and (iib) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust Fund to the holder of such Class ______ Certificates, the Servicer or the Depositor (or otherwise pursuant to the provisions of Section 9.1(d)) for cash at the purchase price specified in Section 9.1 and shall distribute such cash in the amount manner specified in Section 9.019.1. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I, REMIC I II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II or REMIC III or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III provided to it by the Depositor meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I, REMIC II and REMIC III and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC I, REMIC II to the Servicer for cash in the amount specified in Section 9.01and REMIC III, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I, REMIC II and REMIC III shall terminate.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, The REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel, which Opinion of Counsel shall not be an expense of the Trustee, to the effect that the failure of the REMIC I and REMIC II to comply with the requirements of this Section 9.02 7.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of the REMIC I and REMIC II as described defined in Section section 860F of the Code, or (ii) cause the REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates relating thereto are outstanding: (i) Within 90 days prior to the final Distribution Date for the REMIC set forth in the notice to Certificateholders given by the Trustee under Section 9.017.01, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Residual Certificate shall adopt a plan of complete liquidation on behalf of the REMIC I and REMIC II meeting within the requirements meaning of a qualified liquidation under Section 860F section 860F(a)(4) of the Code and any regulations thereunder, as evidenced by an Opinion shall prepare and shall deliver to the Trustee all documentation associated with such plan of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IIcomplete liquidation; and (ii) At or Within 90 days after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf Trustee shall, upon receipt of the Trust shall all documentation associated with such plan of complete liquidation, sell or otherwise dispose of all of the assets of REMIC I the REMIC, in a time and REMIC II to the Servicer for cash in the amount manner specified in Section 9.01by such plan of complete liquidation. (b) By its acceptance of any the Residual Certificate, the Holder thereof hereby agrees to authorize adopt such a plan of complete liquidation with respect to the Tax Matters Person REMIC upon the written request of, and to take such other action in connection therewith as may be reasonably requested by, the Trustee or the Depositor. (c) The Trustee as agent for the REMIC hereby agrees to adopt and sign such a plan of complete liquidation upon the written request of the Tax Matters Person Depositor and the Trustee receipt of the Opinion of Counsel referred to in Section 7.02(a) hereof, if applicable, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the TrusteeDepositor.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Depositor to repurchase the Mortgage Loans under Section 9.0110.01(a)(i) above is exercised with respect to all of the Mortgage Loans, the Trust Fund and each 2007-AR4 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on each 2007-AR4 REMIC or (ii) cause any 2007-AR4 REMIC I or REMIC II to fail to qualify as a 2007-AR4 REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2007-AR4 REMIC I and REMIC II meeting in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2007-AR4 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2007-AR4 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2007-AR4 REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2007-AR4 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2007-AR4 REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Depositor to repurchase all the Mortgage Loans under Section 9.0110.01(a)(i) above is exercised, the Trust Fund and each 2005-AR1 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Securities Administrator and the Trustee has been furnished with an Opinion of Counsel addressed to the Securities Administrator and the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described defined in Section 860F of the Code, Code on each 2005-AR1 REMIC or (ii) cause any 2005-AR1 REMIC I or REMIC II to fail to qualify as a 2005-AR1 REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of Depositor, the Securities Administrator, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2005-AR1 REMIC I and REMIC II meeting in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Securities Administrator by Depositor, shall meet the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder. (ii) the Depositor shall notify the Trustee and the Securities Administrator at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall, as evidenced by an Opinion directed, sell or otherwise dispose of Counsel obtained at the expense all of the Servicer, on behalf remaining assets of REMIC I and REMIC IIthe Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2005-AR1 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2005-AR1 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2005-AR1 REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2005-AR1 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2005-AR1 REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee and Securities Administrator have been furnished with an Opinion of Counsel addressed to the Trustee and Securities Administrator to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described defined in Section 860F of the Code, Code on any REMIC or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Securities Administrator, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting each REMIC, in the case of a termination under Subsection 10.01(a)(i), provided to it by the Depositor, which meets the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption Depositor shall notify the Trustee at the commencement of such a plan of complete 90-day liquidation and period and, at or prior to the time of making of the final Distribution Datepayment on the Certificates, the Servicer on behalf Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust shall sell all of Fund in accordance with the assets of REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01terms hereof. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor, and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II ▇▇▇▇▇ ▇▇▇ as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II▇▇▇▇▇ ▇▇▇; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteenecessary.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.019.01(a), REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.019.01(b), the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.019.01(a). (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In Upon the event receipt of the Servicer exercises its purchase option as provided final distribution to be made on the Deposited Underlying Certificates in Section 9.01accordance with the terms and conditions of the Underlying Agreement, REMIC I and REMIC II the Holder of the Class A-R Certificate shall cause the Trust Fund to be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 7.03 will not (i) result in the imposition of taxes on “"prohibited transactions” of " on any REMIC I and REMIC II as described defined in Section section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i1) Within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution Date set forth in the notice given by the Trustee under Section 9.01Master Servicer in accordance with the terms of the Underlying Agreement, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall prepare, at the expense of the "tax matters person," and adopt a plan of complete liquidation on behalf within the meaning of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the ServicerTrustee or the Tax Matters Person), on behalf meets the requirements of REMIC I and REMIC IIa qualified liquidation; and (ii2) At or Within 90 days after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Dateliquidation, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust Fund to the Servicer Holder of the Class A-R Certificate for cash in the amount specified in accordance with Section 9.017.01. (b) By its acceptance of The Trustee as agent for any Residual Certificate, the Holder thereof REMIC created hereunder hereby agrees to authorize the Tax Matters Person adopt and the Trustee to adopt sign such a plan of complete liquidation upon the written request of the Tax Matters Person Holder of the Class A-R Certificate, and the Trustee receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Holder of the TrusteeClass A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In If the event option of ▇▇▇▇▇▇▇▇▇ or the Servicer exercises its purchase option Depositor, as provided in Section 9.01applicable, to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Securities Administrator and the Trustee have been furnished with an Opinion of Counsel (at the expense of the Depositor or ▇▇▇▇▇▇▇▇▇, whichever is repurchasing the Mortgage Loans) to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01Date, the Tax Matters Person Depositor or ▇▇▇▇▇▇▇▇▇, whichever is purchasing the Mortgage Loans, shall prepare the documentation required and the Tax Matters Person prepare, and the Trustee and the Securities Administrator (as attorney-in-fact on behalf of the Holders of the Residual Certificates pursuant to Section 10.02(b)), shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), provided to it by the Depositor or ▇▇▇▇▇▇▇▇▇, as applicable, meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained delivered to the Securities Administrator and the Trustee, at the expense of ▇▇▇▇▇▇▇▇▇ or the ServicerDepositor, on behalf of REMIC I and REMIC IIwhichever is repurchasing the Mortgage Loans; and (ii) At ▇▇▇▇▇▇▇▇▇ or after the time of adoption Depositor, as applicable, shall notify the Securities Administrator and the Trustee in writing at the commencement of such a plan of complete 90-day liquidation and period and, at or prior to the time of making the final Distribution Datepayment on the Certificates, the Servicer on behalf Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust shall sell all of in accordance with the assets of terms hereof; and REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of REMIC I and REMIC II upon the written request of the Tax Matters Person and the Trustee Depositor or ▇▇▇▇▇▇▇▇▇, as applicable, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor or ▇▇▇▇▇▇▇▇▇, as applicable, and (ii) appoint the TrusteeSecurities Administrator as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust, the Trust and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Depositor to repurchase the Mortgage Loans under Section 9.0110.01(a)(i) above is exercised with respect to all of the Mortgage Loans, the Trust Fund and each 2007-AR5 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on each 2007-AR5 REMIC or (ii) cause any 2007-AR5 REMIC I or REMIC II to fail to qualify as a 2007-AR5 REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2007-AR5 REMIC I and REMIC II meeting in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2007-AR5 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2007-AR5 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2007-AR5 REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2007-AR5 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2007-AR5 REMIC shall terminate.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in an Optional Termination pursuant to Section 9.0111.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC I and REMIC II holding the Mortgage Loans shall be terminated liquidated in accordance with the following additional requirements, unless the ServicerTrustee, at its own expense, obtains for the Trustee Certificate Insurer and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of REMIC I and REMIC II any REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Trust Administrator under Section 9.0111.03, the Tax Matters Person shall prepare Holder of the documentation required and Class 1-R Certificates or the Tax Matters Person and the Trustee Class AR-L Certificates, as applicable, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IIrelated Subsidiary REMIC; and (ii) At at or after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of such Subsidiary REMIC to the Terminating Entity for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section if no other Subsidiary REMIC shall remain outstanding following such termination, the Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution DateDate of the Subsidiary REMIC, the Servicer on behalf of the Trust Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01. (b) By its acceptance event that a calendar quarter ends after the time of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt adoption of such a plan of complete liquidation upon but prior to the written request final Distribution Date, the Trustee shall not sell any of the Tax Matters Person and assets of the Trustee and Master REMIC or either Middle REMIC prior to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeclose of that calendar quarter.

Additional Termination Requirements. (a) In the event that the Servicer exercises its purchase option as provided in Section 9.0110.01, REMIC I and REMIC II the Trust shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust Fund to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II the Trust as described defined in Section 860F of the Code, or (ii) cause the REMIC I or REMIC II Trust to fail to qualify as a REMIC at any time that any Class A Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01Date, the Tax Matters Person Servicer shall prepare the documentation required and the Tax Matters Person adopt and the Trustee shall adopt sign a plan of complete liquidation on behalf of REMIC I and REMIC II the Trust meeting the requirements of a qualified liquidation “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and; (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust Fund to the Servicer for cash in cash; and (iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited (A) to each Class of Class A Certificateholders the related Class Principal Balance, plus one month’s interest thereon at the applicable Certificate Rate, (B) to the Certificate Insurer, the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificateunreimbursed Insured Amounts and I & I Payments, and (C) to the Holder thereof hereby agrees Class R Certificateholders, all cash on hand after such payment to authorize the Tax Matters Person Class A Certificateholders and the Trustee Certificate Insurer (other than cash retained to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person meet claims), and the Trustee and to take Trust shall terminate at such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteetime.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01II, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in pursuant to Section 9.0111.01(A) or a Terminating Auction Sale shall have occurred pursuant to Section 11.01(c), the related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 11.04 will not (i) result in the imposition of taxes on “a "prohibited transactions” transaction" of any REMIC I and REMIC II created hereunder, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Terminating Entity under Section 9.0111.03, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee related Residual Certificates shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting for the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IIrelated REMIC; and (ii) At at or after the time of adoption of any such a plan of complete liquidation for such REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell all of the assets of such REMIC I and REMIC II to the Servicer Depositor for cash in the amount specified in Section 9.01cash. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of a Terminating Auction Sale in respect of the final remaining subsidiary REMIC (the "Remaining Subsidiary REMIC") pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section 11.04 will not (i) result in the imposition of taxes on a "prohibited transaction" of a REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Remaining Subsidiary REMIC, as set forth in paragraph (a) of this Section 11.04, the Holder of the related Residual Certificates, as applicable, shall adopt a plan of complete liquidation of each remaining REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Remaining Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for cash. (c) By its acceptance of any a Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person or the Trusteerelated REMIC created pursuant to this Agreement.

Additional Termination Requirements. (a) In the event that the Servicer exercises its purchase option as provided in Section 9.0110.01, REMIC I and REMIC II the Trust shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee shall have been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of REMIC I and REMIC II the Trust as described defined in Section 860F of the Code, Code or (ii) cause any REMIC I or REMIC II constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding:: 125 (i) Within The Trustee shall designate a date within 90 days prior to the final Distribution Date set forth in as the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan date of adoption of plans of complete liquidation on behalf of each REMIC I and REMIC II meeting shall specify such date in the requirements final federal income tax return of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; andeach REMIC; (ii) At or after After the time date of adoption of such a plan plans of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust to the Servicer for cash cash; and (iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited in the following order of priority (A) (i) to the Holders of the Class A Certificates and (ii) to the Class M-1, Class M- 2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, the related Certificate Principal Balance, as applicable, plus one month's interest thereon at the applicable Pass-Through Rate, (B) to the Class N and Class X Certificates in respect of the Class X/N Interest, the amount specified of any remaining Monthly Excess Cash Flow Amounts not previously distributed thereon, (C) to the remaining REMIC Regular Interests the amounts allocable thereto pursuant to Section 4.08 and (D) to the Class R and Class R-X Certificateholders, all cash on hand in Section 9.01respect of the related REMIC or REMICs after such payment (other than cash retained to meet claims) and the Trust shall terminate at such time. (b) By its their acceptance of any Residual CertificateCertificates, the Holder Holders thereof hereby agrees agree to authorize the Tax Matters Person and appoint the Trustee to adopt as their attorney in fact to: (i) designate such a plan date of adoption of plans of complete liquidation upon the written request of the Tax Matters Person and the Trustee and (ii) to take such other action in connection therewith as may be reasonably requested by required to carry out such plans of complete liquidation all in accordance with the Tax Matters Person or the Trusteeterms hereof.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Depositor to repurchase the Mortgage Loans under Section 9.0110.01(a)(i) above is exercised with respect to all of the Mortgage Loans, the Trust Fund and each 2006-AR3 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on each 2006-AR3 REMIC or (ii) cause any 2006-AR3 REMIC I or REMIC II to fail to qualify as a 2006-AR3 REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2006-AR3 REMIC I and REMIC II meeting in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2006-AR3 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2006-AR3 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2006-AR3 REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-AR3 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2006-AR3 REMIC shall terminate.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) : Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) and At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Master Servicer on behalf as agent of the Trust shall sell all of the assets of REMIC I and REMIC II to the Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises Depositor or its purchase option as provided in Section 9.01designee to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee and Securities Administrator have been furnished with an Opinion of Counsel addressed to the Trustee and Securities Administrator to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described defined in Section 860F of the Code, Code on any REMIC or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Securities Administrator, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each REMIC I and REMIC II meeting in the case of a termination under Subsection 10.01(a)(i), provided to it by the Depositor, which meets the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) the Securities Administrator shall notify the Trustee at the expense commencement of the Servicer, on behalf of REMIC I and REMIC IIsuch 90-day liquidation period; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of each REMIC and at or prior to the time of making of its final Distribution Date, payment on the Servicer on behalf of Certificates the Trust Trustee shall sell for cash all of the assets of REMIC I and REMIC II the Trust to or at the Servicer for cash in direction of the amount specified in Section 9.01Depositor. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor, and (ii) appoint the Securities Administrator as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase (i) all the Group I Mortgage Loans and REMIC I, REMIC I (ii) all of the Group II Mortgage Loans and REMIC II or (iii) all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, (i) REMIC I, (ii) REMIC II, or (iii) the Trust Fund and each of REMIC I, REMIC II , REMIC III and REMIC IV shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on any REMIC or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each REMIC in the case of a termination of Loan Group I and Loan Group II under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I and in the case of a termination of Loan Group I under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC II meeting in the case of a termination of Loan Group II under Subsection 10.01(a)(ii), provided to it by the Depositor, which meets the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of each REMIC, of REMIC I or of REMIC II, as applicable, and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust or REMIC I or REMIC II, as applicable, to or at the direction of the Depositor, and each of REMIC I, REMIC II, REMIC III and REMIC II to the Servicer for cash in the amount specified in Section 9.01IV, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause each of REMIC I or and REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of the Trust Fund and each of REMIC I and REMIC II provided to it by the Seller meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, thereunder as evidenced prepared by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; andEMC; (ii) At at or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller; and (iii) at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit from the Certificate Account (or cause to be distributed or credited) (i) to the Certificateholders, other than the Holder of the Class R-2 Certificate, the Current Principal Amount of the Certificates plus 30 days' interest thereon at the applicable Pass-Through Rate, and (ii) to the Class R-2 Certificateholder, all cash on hand from the Certificate Account (other than cash retained to meet claims); and the Trust and each of REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee Seller and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Seller and (ii) appoint the TrusteeSeller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of REMIC I and REMIC II.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee and MBIA have been furnished with an Opinion of Counsel addressed to the Trustee and MBIA to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on any REMIC or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each REMIC I and REMIC II meeting in the case of a termination under Subsection 10.01(a)(i), provided to it by the Depositor, which meets the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of each REMIC, and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Depositor, and each REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Depositor to repurchase all the Mortgage Loans under Section 9.0110.01(a)(i) above is exercised, the Trust Fund and each 2006-AR1 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described defined in Section 860F of the Code, Code on each 2006-AR1 REMIC or (ii) cause any 2006-AR1 REMIC I or REMIC II to fail to qualify as a 2006-AR1 REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2006-AR1 REMIC I and REMIC II meeting in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2006-AR1 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2006-AR1 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2006-AR1 REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-AR1 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2006-AR1 REMIC shall terminate.

Additional Termination Requirements. (a) In Upon the event receipt of the Servicer exercises its purchase option as provided final distribution to be made on the Deposited Underlying Certificates in Section 9.01accordance with the terms and conditions of the Underlying Agreement, REMIC I and REMIC II the Holder of the Class A-R Certificate shall cause the Trust Fund to be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 7.03 will not (i) result in the imposition of taxes on “prohibited transactions” of on any REMIC I and REMIC II as described defined in Section section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i1) Within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution Date set forth in the notice given by the Trustee under Section 9.01Master Servicer in accordance with the terms of the Underlying Agreement, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall prepare, at the expense of the “tax matters person,” and adopt a plan of complete liquidation on behalf within the meaning of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the ServicerTrustee or the Tax Matters Person), on behalf meets the requirements of REMIC I and REMIC IIa qualified liquidation; and (ii2) At or Within 90 days after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Dateliquidation, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust Fund to the Servicer Holder of the Class A-R Certificate for cash in the amount specified in accordance with Section 9.017.01. (b) By its acceptance of The Trustee as agent for any Residual Certificate, the Holder thereof REMIC created hereunder hereby agrees to authorize the Tax Matters Person adopt and the Trustee to adopt sign such a plan of complete liquidation upon the written request of the Tax Matters Person Holder of the Class A-R Certificate, and the Trustee receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Holder of the TrusteeClass A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Master Servicer on behalf of the Trust shall sell all of the assets of REMIC I and REMIC II to the Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in (x) pursuant to Section 9.01, 11.01(A)(i) or (y) pursuant to Section 11.01(A)(ii) the related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of any REMIC I and REMIC II created hereunder, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Terminating Entity under Section 9.0111.02, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation on behalf of Subsidiary REMIC I and 1 or Subsidiary REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder2, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IIapplicable; and (ii) At at or after the time of adoption of any such plan of complete liquidation for Subsidiary REMIC 1 or Subsidiary REMIC 2, as applicable, at or prior to the final Distribution Date, the Trustee shall sell all of the assets of Subsidiary REMIC 1 or Subsidiary REMIC 2, as applicable, to the Depositor for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation and at or but prior to the final Distribution Date, the Servicer on behalf Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by Terminating Entity in respect of one Subsidiary REMIC pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination in respect of the other Subsidiary REMIC (the “Second Subsidiary REMIC”) pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of a REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: concurrently with the adoption of the plan of complete liquidation of the Second Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of each remaining REMIC; and at or after the time of adoption of any such plan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Second Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC I and REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of any such remaining REMIC prior to the close of that calendar quarter. (bc) By its acceptance of any Residual a Class AR or Class AR-L Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteerequired to liquidate and otherwise terminate any REMIC created pursuant to this Agreement.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I, REMIC I II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II or REMIC III or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I, REMIC II and REMIC III in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I, REMIC II and REMIC III and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Seller, and REMIC I, REMIC II to the Servicer for cash in the amount specified in Section 9.01and REMIC III as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I, REMIC II and REMIC III shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and or REMIC II shall be terminated terminated, in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.03 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on REMIC I or REMIC II or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), provided to it by the Depositor meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II, and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust, to or at the direction of the Depositor, and REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01II, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I, REMIC I II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II or REMIC III or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III provided to it by the Depositor meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I, REMIC II and REMIC III and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC I, REMIC II to the Servicer for cash in the amount specified in Section 9.01and REMIC III, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trustee.assets of the Trust Fund, the Trust Fund and each of REMIC I, REMIC II and REMIC III shall terminate. 117

Additional Termination Requirements. (a) In the event that the Servicer exercises its purchase option as provided in Section 9.018.1, the _____ REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of the _____ REMIC I and (or of any other REMIC II of the Trust Fund) to comply with the requirements of this Section 9.02 8.3 will not (i) result in the imposition of taxes on “"prohibited transactions” " of such REMIC I and REMIC II as described defined in Section 860F of the Code, Code or (ii) cause such REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Class A Certificates are outstanding: (i) Within 90 days prior to the final Distribution Remittance Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person Servicer shall prepare the documentation required and the Tax Matters Person adopt and the Trustee shall adopt sign, a plan of complete liquidation on behalf of the _____ REMIC I and (or the applicable REMIC II of the Trust Fund) meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and; (ii) At or after the time of adoption of such a plan of complete liquidation, which plan shall include a description of the method for such liquidation and the price to be conveyed for all of the assets of the _____ REMIC at the time of such liquidation, and at or prior to the final Distribution Remittance Date, the Servicer on behalf of the Trust Trustee shall sell all of the assets of the _____ REMIC I and (or the applicable REMIC II of the Trust Fund) to the Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited (A) to the Class A Certificateholders the related Class A Principal Balance, plus one month's interest thereon at the related Class A Pass-Through Rate, and (B) to the Class R Certificateholders, all of such REMIC's cash in on hand after such payment to the amount specified in Section 9.01Class A Certificateholders (other than cash retained to meet claims) and the _____ REMIC shall terminate at such time. (b) By its their acceptance of any Residual Certificatethe Certificates, the Holder Holders thereof hereby agrees agree to authorize appoint the Tax Matters Person and the Trustee to Servicer as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to sign such plan) as appropriate or upon the written request of the Tax Matters Person Certificate Insurer and the Trustee and (ii) to take such other action in connection 117 therewith as may be reasonably requested by required to carry out such plan of complete liquidation all in accordance with the Tax Matters Person or the Trusteeterms hereof.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Depositor to repurchase all the Mortgage Loans under Section 9.0110.01(a)(i) above is exercised, the Trust Fund and each 2006-4 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on each 2006-4 REMIC or (ii) cause any 2006-4 REMIC I or REMIC II to fail to qualify as a 2006-4 REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of Depositor, the Securities Administrator, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2006-4 REMIC I and REMIC II meeting in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Securities Administrator by the Depositor, shall meet the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Depositor shall notify the Trustee and the Securities Administrator at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Securities Administrator shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2006-4 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Securities Administrator shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2006-4 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2006-4 REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-4 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2006-4 REMIC shall terminate.

Additional Termination Requirements. (a) In the event that the Servicer exercises its purchase option as provided in Section 9.01related Terminator purchases all the Group I Mortgage Loans and each related REO Property or all the Group II Mortgage Loans and each related REO Property, REMIC I-A (in the case of a purchase of all the Group I Mortgage Loans and each related REO Property) or REMIC II (in the case of a purchase of all the Group II Mortgage Loans and each related REO Property) shall be terminated terminated, in each case in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply requirements (or in connection with the requirements final payment on or other liquidation of this Section 9.02 will not the last Group I Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group II Mortgage Loan or related REO Property remaining in REMIC II, the additional requirement specified in clause (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding:below): (i) Within 90 days prior to The Trust Administrator shall specify the final Distribution Date set forth first day in the notice given by the Trustee under 90-day liquidation period in a statement attached to REMIC I-A’s or REMIC II’s, as applicable, final Tax Return pursuant to Treasury regulation Section 9.011.860F-1, the Tax Matters Person and such termination shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and; (ii) At or after the time of adoption of During such a plan of complete 90-day liquidation period, and at or prior to the time of making of the final Distribution Datepayment on the Certificates, the Servicer Trust Administrator on behalf of the Trust Trustee shall sell all of the assets of REMIC I I-A or REMIC II, as applicable, to the related Terminator for cash; and (iii) At the time of the making of the final payment on the related Certificates, the Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class I-R Certificates all cash on hand in REMIC I-A and to the Holders of the Class II-R Certificates all cash on hand in REMIC II (in each case other than cash retained to meet claims), and either REMIC I-A and REMIC II to the Servicer for cash in the amount specified in Section 9.01I-B or REMIC II, as applicable, shall terminate at that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC, as applicable, pursuant to this Section 9.02. (c) By its their acceptance of any Residual CertificateCertificates, the Holder Holders thereof hereby agrees agree to authorize the Tax Matters Person and Trust Administrator to specify the Trustee to adopt such a plan of complete 90-day liquidation period for each REMIC, as applicable, which authorization shall be binding upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeall successor Certificateholders.

Additional Termination Requirements. (a) In If the event option of ▇▇▇▇▇▇▇▇▇ or the Servicer exercises its purchase option Seller, as provided in Section 9.01applicable, to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Securities Administrator and the Trustee have been furnished with an Opinion of Counsel (at the expense of the Seller or ▇▇▇▇▇▇▇▇▇, whichever is repurchasing the Mortgage Loans) to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01Date, the Tax Matters Person Seller or ▇▇▇▇▇▇▇▇▇, whichever is purchasing the Mortgage Loans, shall prepare the documentation required and the Tax Matters Person prepare, and the Trustee and the Securities Administrator (as attorney-in-fact on behalf of the Holders of the Residual Certificates pursuant to Section 10.02(b)), shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), provided to it by the Seller or ▇▇▇▇▇▇▇▇▇, as applicable, meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained delivered to the Securities Administrator and the Trustee, at the expense of ▇▇▇▇▇▇▇▇▇ or the ServicerSeller, on behalf of REMIC I and REMIC IIwhichever is repurchasing the Mortgage Loans; and (ii) At ▇▇▇▇▇▇▇▇▇ or after the time of adoption Seller, as applicable, shall notify the Securities Administrator and the Trustee in writing at the commencement of such a plan of complete 90-day liquidation and period and, at or prior to the time of making the final Distribution Datepayment on the Certificates, the Servicer on behalf Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust shall sell all of in accordance with the assets of terms hereof; and REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the REMIC I and REMIC II upon the written request of the Tax Matters Person and the Trustee Seller or ▇▇▇▇▇▇▇▇▇, as applicable, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller or ▇▇▇▇▇▇▇▇▇, as applicable, and (ii) appoint the TrusteeSecurities Administrator as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust, the Trust and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Depositor to repurchase the Mortgage Loans under Section 9.0110.01(a)(i) above is exercised with respect to all of the Mortgage Loans, the Trust Fund and each 2006-AR2 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee and the Certificate Insurer (which opinion shall not be at the expense of the Trustee or the Certificate Insurer) to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described defined in Section 860F of the Code, Code on each 2006-AR2 REMIC or (ii) cause any 2006-AR2 REMIC I or REMIC II to fail to qualify as a 2006-AR2 REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2006-AR2 REMIC I and REMIC II meeting in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2006-AR2 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2006-AR2 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2006-AR2 REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2006-AR2 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2006-AR2 REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Master Servicer exercises its purchase option as provided in Section 9.01to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust and REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on REMIC I or REMIC II or (ii) cause either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Person, shall adopt a plan of complete liquidation on behalf of the Trust Fund and REMIC I and REMIC II provided to it by the Seller meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and; (ii) At at or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller; and (iii) at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit from the Certificate Account to the extent on deposit therein (or cause to be distributed or credited) (i) to the Certificateholders, other than the Holders of the Residual Certificates, the Current Principal Amount of the Certificates plus 30 days' interest thereon at the applicable Pass-Through Rate, and (ii) to the Holder of the Class R-1 Certificate, all remaining cash on hand from REMIC I and to the Holder of the Class R-2 Certificate, all remaining cash on hand from REMIC II (other than cash retained to meet claims); and the Trust and REMIC I and REMIC II shall terminate at such time provided that, prior to receipt by any Holder of a Subordinate Certificate of any such amounts, all amounts due to the Servicer for cash Certificate Insurer and the Trustee shall first have been paid in the amount specified in Section 9.01full. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee Seller and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Seller and (ii) appoint the TrusteeSeller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax returns of the REMIC I and REMIC II.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in (x) pursuant to Section 9.01, 11.01(A)(i) or (y) pursuant to Section 11.01(A)(ii) the related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of any REMIC I and REMIC II created hereunder, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Terminating Entity under Section 9.0111.02, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation on behalf of Subsidiary REMIC I and 1A or Subsidiary REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder2, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IIapplicable; and (ii) At at or after the time of adoption of any such plan of complete liquidation for Subsidiary REMIC 1A or Subsidiary REMIC 2, as applicable, at or prior to the final Distribution Date, the Trustee shall sell all of the assets of Subsidiary REMIC 1A or Subsidiary REMIC 2, as applicable, to the Depositor for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation and at or but prior to the final Distribution Date, the Servicer on behalf Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by Terminating Entity in respect of one Subsidiary REMIC pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination in respect of the other Subsidiary REMIC (the “Second Subsidiary REMIC”) pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of a REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: concurrently with the adoption of the plan of complete liquidation of the Second Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR or Class AR-L Certificates shall adopt a plan of complete liquidation of each remaining REMIC; and at or after the time of adoption of any such plan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Second Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC I and REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of any such remaining REMIC prior to the close of that calendar quarter. (bc) By its acceptance of any Residual a Class AR or Class AR-L Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person Master REMIC, Subsidiary REMIC 1A, Subsidiary REMIC 1B or the TrusteeSubsidiary REMIC 2, as applicable.

Additional Termination Requirements. (a) In the event that the Servicer exercises its purchase option as provided in Section 9.01related Terminator purchases all the Group I Mortgage Loans and each related REO Property or all the Group II Mortgage Loans and each related REO Property, REMIC I-A (in the case of a purchase of all the Group I Mortgage Loans and each related REO Property) or REMIC II-A (in the case of a purchase of all the Group II Mortgage Loans and each related REO Property) shall be terminated terminated, in each case in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply requirements (or in connection with the requirements final payment on or other liquidation of this Section 9.02 will not the last Group I Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group II Mortgage Loan or related REO Property remaining in REMIC II-A, the additional requirement specified in clause (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding:below): (i) Within 90 days prior to The Trust Administrator shall specify the final Distribution Date set forth first day in the notice given by the Trustee under 90-day liquidation period in a statement attached to REMIC I-A’s or REMIC II-A’s, as applicable, final Tax Return pursuant to Treasury regulation Section 9.011.860F-1, the Tax Matters Person and such termination shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and; (ii) At or after the time of adoption of During such a plan of complete 90-day liquidation period, and at or prior to the time of making of the final Distribution Datepayment on the Certificates, the Servicer Trust Administrator on behalf of the Trust Trustee shall sell all of the assets of REMIC I and I-A or REMIC II II-A, as applicable, to the Servicer related Terminator for cash; and (iii) At the time of the making of the final payment on the related Certificates, the Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class I-R Certificates all cash on hand in REMIC I-A and to the amount specified Holders of the Class II-R Certificates all cash on hand in Section 9.01REMIC II-A (in each case other than cash retained to meet claims), and either REMIC I-A or REMIC II-A, as applicable, shall terminate at that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of REMIC I-A or REMIC II-A, as applicable, pursuant to this Section 9.02. (c) By its their acceptance of any Residual CertificateCertificates, the Holder Holders thereof hereby agrees agree to authorize the Tax Matters Person and Trust Administrator to specify the Trustee to adopt such a plan of complete 90-day liquidation period for REMIC I-A or REMIC II-A, as applicable, which authorization shall be binding upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeall successor Certificateholders.

Additional Termination Requirements. (a) In If the event option of EMC to repurchase all the Servicer exercises its purchase option as provided in Mortgage Loans under Section 9.0110.01(a)(i) above is exercised, the Trust Fund and each 2004-8 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on each 2004-8 REMIC or (ii) cause any 2004-8 REMIC I or REMIC II to fail to qualify as a 2004-8 REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of EMC, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2004-8 REMIC I and REMIC II meeting the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by EMC, shall meet the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) EMC shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2004-8 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of EMC, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2004-8 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2004-8 REMIC upon the written request of the Tax Matters Person and the Trustee EMC, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint EMC as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2004-8 REMIC. Upon complete liquidation or final distribution of all of the Trustee.assets of the Trust Fund, the Trust Fund and each 2004-8 REMIC shall terminate. 117

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.019.01(a), REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of REMIC I I, ▇▇▇▇▇ ▇▇ and REMIC II ▇▇▇▇▇ ▇▇▇ as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.019.01(b), the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇ and REMIC II▇▇▇▇▇ ▇▇▇; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Servicer for cash in the amount specified in Section 9.019.01(a). (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In If the event option of the Seller or the Master Servicer exercises its purchase option as provided to repurchase all the Mortgage Loans in Section 9.01a Mortgage Loan Group under Subsection 10.01(a)(i) above is exercised, the corresponding Series REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on any Series REMIC or (ii) cause any Series REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II any of the Series REMICs provided to it by the Seller meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and. (ii) At at or after the time of adoption of such a plan of complete liquidation of any of the Series REMICs and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I and REMIC II the Trust to or at the direction of the Seller; and (iii) at the time of the making of the final payment on any such Group of Certificates, the Trustee shall distribute or credit from the Certificate Account (or cause (i) to the Servicer for Certificateholders, other than the Holder of the corresponding Residual Certificates, the Current Principal Amount of the Certificates plus 30 days' interest thereon at the applicable Pass-Through Rate, and (ii) to the corresponding Residual Certificateholder, all cash in on hand from the amount specified in Section 9.01Certificate Account relating to the Mortgage Loan Group (other than cash retained to meet claims); and the corresponding Series REMIC shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the relevant Series REMIC upon the written request of the Tax Matters Person and the Trustee Seller and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of such Series REMIC. (c) At such time as each of REMIC I, REMIC II, REMIC III and REMIC IV are terminated either by a complete liquidation or upon final distribution of all of the Trusteeassets of REMIC I, REMIC II, REMIC III and REMIC IV, respectively, is made, both REMIC V and REMIC VI shall also terminate.

Additional Termination Requirements. (a) In Each REMIC that comprises part of the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II Trust Fund shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 7.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on such REMIC or (ii) cause such REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates (other than Group V Certificates) are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in for the notice given by Certificates (other than the Trustee under Section 9.01Group V Certificates), at the written direction of Depositor, the Trustee, as agent for the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Person, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting each REMIC. Such plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption Depositor shall notify the Trustee at the commencement of such a plan of complete 90-day liquidation and period and, at or prior to the time of making of the final Distribution Datepayment on the Certificates (other than the Group V Certificates), the Servicer on behalf Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust shall sell all of Fund (other than the assets of REMIC I and REMIC II to Underlying Group V Certificates) in accordance with the Servicer for cash in the amount specified in Section 9.01terms hereof. (b) By its The Trustee and, by their acceptance of any the Residual CertificateCertificates, the Holder thereof Holders thereof, hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Depositor and (ii) appoint the TrusteeDepositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC.

Additional Termination Requirements. (a) In the event that the Servicer exercises its purchase option as provided in Section 9.01related Terminator purchases all the Group I Mortgage Loans and each related REO Property or all the Group II Mortgage Loans and each related REO Property or all the Group III Mortgage Loans and each related REO Property, REMIC I-A (in the case of a purchase of all the Group I Mortgage Loans and each related REO Property) or REMIC II-A (in the case of a purchase of all the Group II Mortgage Loans and each related REO Property) or REMIC III-A (in the case of a purchase of all the Group III Mortgage Loans and each related REO Property) shall be terminated terminated, in each case in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply requirements (or in connection with the requirements final payment on or other liquidation of this Section 9.02 will not the last Group I Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group II Mortgage Loan or related REO Property remaining in REMIC II-A or the last Group III Mortgage Loan or related REO Property remaining in REMIC III-A, the additional requirement specified in clause (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding:below): (i) Within 90 days prior to The Trust Administrator shall specify the final Distribution Date set forth first day in the notice given by the Trustee under 90-day liquidation period in a statement attached to REMIC I-A’s or REMIC II-A’s or REMIC III-A’s, as applicable, final Tax Return pursuant to Treasury regulation Section 9.011.860F-1, the Tax Matters Person and such termination shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; and; (ii) At or after the time of adoption of During such a plan of complete 90-day liquidation period, and at or prior to the time of making of the final Distribution Datepayment on the Certificates, the Servicer Trust Administrator on behalf of the Trust Trustee shall sell all of the assets of REMIC I and I-A or REMIC II II-A or REMIC III-A, as applicable, to the Servicer related Terminator for cash; and (iii) At the time of the making of the final payment on the related Certificates, the Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class I-R Certificates all cash on hand in REMIC I-A and to the amount specified Holders of the Class II-R Certificates all cash on hand in Section 9.01REMIC II-A and to the Holders of the Class III-R Certificates all cash on hand in REMIC III-A (in each case other than cash retained to meet claims), and either REMIC I-A or REMIC II-A or REMIC III-A, as applicable, shall terminate at that time. (b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of REMIC I-A or REMIC II-A or REMIC III-A, as applicable, pursuant to this Section 9.02. (c) By its their acceptance of any Residual CertificateCertificates, the Holder Holders thereof hereby agrees agree to authorize the Tax Matters Person and Trust Administrator to specify the Trustee to adopt such a plan of complete 90-day liquidation period for REMIC I-A or REMIC II-A or REMIC III-A, as applicable, which authorization shall be binding upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeall successor Certificateholders.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I, REMIC I II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II or REMIC III or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III provided to it by the Depositor meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I, REMIC II and REMIC III and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Depositor, and REMIC I, REMIC II to the Servicer for cash in the amount specified in Section 9.01.and REMIC III, as applicable, shall terminate at such time. 134 (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trustee.assets of the Trust Fund, the Trust Fund and each of REMIC I, REMIC II and REMIC III shall terminate. 135

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on any REMIC or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each REMIC I and REMIC II meeting in the case of a termination under Subsection 10.01(a)(i), provided to it by the Depositor, which meets the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) the Depositor shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with this Section 10.02; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of each REMIC, and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Depositor, and each REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II provided to it by the Seller meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Tax Matters Person and the Trustee Seller and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in an Optional Termination pursuant to Section 9.0111.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC I and REMIC II holding the related Mortgage Loans shall be terminated liquidated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of REMIC I and REMIC II any REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Trust Administrator under Section 9.0111.03, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Class AR-L Certificates shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IISubsidiary REMIC; and (ii) At at or after the time of adoption of any such plan of complete liquidation for the Subsidiary REMIC and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Subsidiary REMIC to the Terminating Entity for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of the REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section, the Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution DateDate of the Subsidiary REMIC, the Servicer on behalf of the Trust Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of the Master REMIC or either Middle REMIC prior to the close of that calendar quarter. (bc) By its acceptance of any a Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person or Master REMIC, each Middle REMIC and the TrusteeSubsidiary REMIC.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in an Optional Termination pursuant to Section 9.0111.01(A), the Subsidiary REMIC, Middle REMICs and Master REMIC I and REMIC II shall be terminated liquidated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of REMIC I and REMIC II any REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Terminating Entity under Section 9.0111.02, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Class AR-L Certificates shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code Subsidiary REMIC and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense Holder of the Servicer, on behalf Class AR Certificates shall adopt a plan or complete liquidation of the Master REMIC I and REMIC IIeach Middle REMIC; and (ii) At at or after the time of adoption of any such plan of complete liquidation for each REMIC and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of each such REMIC to the Terminating Entity for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation and at or but prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall not sell all any of the assets of any such REMIC I and REMIC II prior to the Servicer for cash in the amount specified in Section 9.01close of that calendar quarter. (b) [Reserved]. (c) By its acceptance of any a Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person or Master REMIC, each Middle REMIC and the TrusteeSubsidiary REMIC.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC I, REMIC I II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II or REMIC III or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I, REMIC II and REMIC III in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I and REMIC II in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I, REMIC II and REMIC III and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Seller, and REMIC I, REMIC II to the Servicer for cash in the amount specified in Section 9.01and REMIC III as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I, REMIC II and REMIC III shall terminate.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in pursuant to Section 9.0111.01(A) or a Terminating Auction Sale shall have occurred pursuant to Section 11.01(c), the related subsidiary REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “a "prohibited transactions” transaction" of any REMIC I and REMIC II created hereunder, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Terminating Entity under Section 9.0111.03, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Residual Certificates shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting for the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IIrelated REMIC; and (ii) At at or after the time of adoption of any such a plan of complete liquidation for such REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell all of the assets of such REMIC I and REMIC II to the Servicer Depositor for cash in the amount specified in Section 9.01cash. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of a Terminating Auction Sale in respect of either REMIC I or REMIC II, as applicable, pursuant to paragraph (a) of this Section, followed by the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of a Terminating Auction Sale in respect of the remaining subsidiary REMIC (the "Remaining Subsidiary REMIC") pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a "prohibited transaction" of a REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Remaining Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Residual Certificates, as applicable, shall adopt a plan of complete liquidation of each remaining REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the Remaining Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for cash. (c) By its acceptance of any a Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteerequired to liquidate and otherwise terminate any REMIC created pursuant to this Agreement.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee and Securities Administrator have been furnished with an Opinion of Counsel addressed to the Trustee and Securities Administrator to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described defined in Section 860F of the Code, Code on any REMIC or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Depositor, the Securities Administrator, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting each REMIC, in the case of a termination under Subsection 10.01(a)(i), provided to it by the Depositor, which meets the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and (ii) At or after the time of adoption Depositor shall notify the Trustee at the commencement of such a plan of complete 90-day liquidation and period and, at or prior to the time of making of the final Distribution Datepayment on the Certificates, the Servicer Securities Administrator on behalf of the Trust Trustee shall sell or otherwise dispose of all of the remaining assets of REMIC I and REMIC II to the Servicer for cash Trust Fund in accordance with the amount specified in Section 9.01terms hereof. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Depositor, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor, and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

Additional Termination Requirements. (a) In Upon the event receipt of the Servicer exercises its purchase option as provided final distribution to be made on the remaining class of Deposited Underlying Certificates in Section 9.01accordance with the terms and conditions of the related Underlying Agreement, REMIC I and REMIC II the Holder of the Class A-R Certificate shall cause the Trust Fund to be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 7.03 will not (i) result in the imposition of taxes on “prohibited transactions” of on any REMIC I and REMIC II as described defined in Section section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i1) Within Upon receipt of the notice given pursuant to such Underlying Agreement, but in no event later than 90 days prior to the final related Underlying Distribution Date set forth in the notice given by the Trustee under Section 9.01Master Servicer in accordance with the terms of such Underlying Agreement, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall prepare, at the expense of the “tax matters person,” and adopt a plan of complete liquidation on behalf within the meaning of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the ServicerTrustee or the Tax Matters Person), on behalf meets the requirements of REMIC I and REMIC IIa qualified liquidation; and (ii2) At or Within 90 days after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Dateliquidation, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust Fund to the Servicer Holder of the Class A-R Certificate for cash in the amount specified in accordance with Section 9.017.01. (b) By its acceptance of The Trustee as agent for any Residual Certificate, the Holder thereof REMIC created hereunder hereby agrees to authorize the Tax Matters Person adopt and the Trustee to adopt sign such a plan of complete liquidation upon the written request of the Tax Matters Person Holder of the Class A-R Certificate, and the Trustee receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Holder of the TrusteeClass A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each of REMIC X, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code on each of REMIC X, REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC X, REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I in the case of a termination under Subsection 10.01(c), provided to it by the Seller meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC X, REMIC I and REMIC II and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of the Seller, and REMIC X, REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01II, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC X, REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase (i) all the Group 1 Mortgage Loans, (ii) all of the Group 2 Mortgage Loans or (iii) all of the Mortgage Loans under Subsection 11.01(a)(i) above is exercised, (i) REMIC I, (ii) REMIC II, or (iii) the Trust Fund and each of REMIC I, REMIC I II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 11.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II or REMIC III or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I, REMIC II and REMIC III in the case of a termination under Subsection 11.01(a)(i), or a plan of complete liquidation of REMIC I and in the case of a termination under Subsection 11.01(c)(i), or a plan of complete liquidation of REMIC II in the case of a termination under Subsection 11.01(c)(ii), provided to it by the Seller meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I or REMIC II or REMIC I and REMIC II and REMIC III and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Seller, and REMIC I, REMIC II to the Servicer for cash in the amount specified in Section 9.01and REMIC III, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC, as applicable. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I, REMIC II and REMIC III shall terminate.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in an Optional Termination pursuant to Section 9.0111.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC I and REMIC II holding the Mortgage Loans shall be terminated liquidated in accordance with the following additional requirements, unless the ServicerTrustee, at its own expense, obtains for the Trustee Certificate Insurer and the Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of REMIC I and REMIC II any REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Trust Administrator under Section 9.0111.03, the Tax Matters Person shall prepare Holder of the documentation required and Class 1-R Certificates or the Tax Matters Person and the Trustee Class AR-L Certificates, as applicable, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IIrelated Subsidiary REMIC; and (ii) At at or after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of such Subsidiary REMIC to the Terminating Entity for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section if no other Subsidiary REMIC shall remain outstanding following such termination, the Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and (ii) at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution DateDate of the Subsidiary REMIC, the Servicer on behalf of the Trust Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of the Master REMIC or either Middle REMIC prior to the close of that calendar quarter. (bc) By its acceptance of any a Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person or the TrusteeMaster REMIC, each Middle REMIC and each Subsidiary REMIC.

Additional Termination Requirements. (a) In the event the Master Servicer exercises its purchase option as provided in Section 9.01, REMIC I I, REMIC II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Master Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I I, REMIC II and REMIC II III to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " of REMIC I I, REMIC II and REMIC II III as described in Section 860F of the Code, or (ii) cause REMIC I I, REMIC II or REMIC II III to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of 132 complete liquidation on behalf of REMIC I I, REMIC II and REMIC II III meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I I, REMIC II and REMIC IIIII; and (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Master Servicer on behalf as agent of the Trust shall sell all of the assets of REMIC I I, REMIC II and REMIC II III to the Master Servicer for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01Each of REMIC I, REMIC I II, REMIC III, REMIC IV and REMIC II V as the case may be, shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC I and REMIC II created hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on “"prohibited transactions” of REMIC I and REMIC II ," as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II created hereunder to fail to qualify as a REMIC at any time that any Certificates are Certificate is outstanding: (i) Within 90 days prior The Master Servicer shall establish a 90-day liquidation period for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, and specify the first day of such period in a statement attached to the Trust Fund's final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person Return pursuant to Treasury regulations ss. 1. 860F-1. The Master Servicer also shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan satisfy all of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, under Section 860F of the Code and any the regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) The Master Servicer shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At or after If the time Master Servicer is exercising its right to purchase the assets of adoption of such a plan of complete the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the final Final Distribution Date, the Servicer on behalf of the Trust shall sell purchase all of the assets of REMIC I and REMIC II to the Servicer Trust Fund for cash in the amount specified in Section 9.01.cash; (b) By its acceptance Each Holder of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt such a plan of complete liquidation upon for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V at the written request expense of the Tax Matters Person Trust Fund in accordance with the terms and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeconditions of this Agreement.

Additional Termination Requirements. (a) In If the event option of EMC to repurchase all the Servicer exercises its purchase option as provided in Mortgage Loans under Section 9.0110.01(a)(i) above is exercised, the Trust Fund and each 2004-10 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on each 2004-10 REMIC or (ii) cause any 2004-10 REMIC I or REMIC II to fail to qualify as a 2004-10 REMIC at any time that any Certificates Regular Interests are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of EMC, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2004-10 REMIC I and REMIC II meeting the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by EMC, shall meet the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) EMC shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2004-10 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of EMC, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2004-10 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2004-10 REMIC upon the written request of the Tax Matters Person and the Trustee EMC, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint EMC as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2004-10 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2004-10 REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase (i) all the Group I Mortgage Loans and REMIC I, REMIC I (ii) all of the Group II Mortgage Loans and REMIC II or (iii) all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, (i) REMIC I, (ii) REMIC II, or (iii) the Trust Fund and each of REMIC I, REMIC II , REMIC III and REMIC IV shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II, REMIC III or REMIC IV or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each REMIC in the case of a termination of Loan Group I and Loan Group II under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I and in the case of a termination of Loan Group I under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC II meeting in the case of a termination of Loan Group II under Subsection 10.01(a)(ii), provided to it by the Seller, which the Seller has determined meets the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund as directed by the Seller in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of each REMIC, of REMIC I or of REMIC II, as applicable, and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust or REMIC I or REMIC II, as applicable, to or at the direction of the Seller, and each of REMIC I, REMIC II, REMIC III and REMIC II to the Servicer for cash in the amount specified in Section 9.01IV, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator, in accordance with its duties under Section 9.12(d), will attach a statement to each REMIC's final tax return specifying the first day in the 90-day liquidation period, pursuant to Treasury Regulations Section 1.860F-1. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase (i) all the Group I Mortgage Loans, (ii) all of the Group II Mortgage Loans or (iii) all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, (i) REMIC I, (ii) REMIC II, or (iii) the Trust Fund and each of REMIC I, REMIC I II and REMIC II III shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II or REMIC III or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I, REMIC II and REMIC III in the case of a termination under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I and in the case of a termination under Subsection 10.01(c)(i), or a plan of complete liquidation of REMIC II in the case of a termination under Subsection 10.01(c)(ii), provided to it by the Seller meeting the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I or REMIC II or REMIC I and REMIC II and REMIC III and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of the Seller, and REMIC I, REMIC II to the Servicer for cash in the amount specified in Section 9.01and REMIC III, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their -104- attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC, as applicable. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I, REMIC II and REMIC III shall terminate.

Additional Termination Requirements. (a) In If the event option of the Seller or the Master Servicer exercises its purchase option as provided to repurchase all the Mortgage Loans in Section 9.01a Mortgage Loan Group under Subsection 10.01(a)(i) above is exercised, the corresponding Series REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on any Series REMIC or (ii) cause any Series REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II any of the Series REMICs provided to it by the Seller meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and. (ii) At at or after the time of adoption of such a plan of complete liquidation of any of the Series REMICs and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I and REMIC II the Trust to or at the direction of the Seller; and (iii) at the time of the making of the final payment on any such Group of Certificates, the Trustee shall distribute or credit from the Certificate Account (or cause to be distributed or credited) (i) to the Servicer for Certificateholders, other than the Holder of the corresponding Residual Certificates, the Current Principal Amount of the Certificates plus 30 days' interest thereon at the applicable Pass-Through Rate, and (ii) to the corresponding Residual Certificateholder, all cash in on hand from the amount specified in Section 9.01Certificate Account relating to the Mortgage Loan Group (other than cash retained to meet claims); and the corresponding Series REMIC shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the relevant Series REMIC upon the written request of the Tax Matters Person and the Trustee Seller and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of such Series REMIC. (c) At such time as each of REMIC II, REMIC III and REMIC IV are terminated either by a complete liquidation or upon final distribution of all of the Trusteeassets of REMIC II, REMIC III and REMIC IV is made, REMIC I shall terminate.

Additional Termination Requirements. (a) In If the event option of Thornburg or the Servicer exercises its purchase option Depositor, as provided in Section 9.01applicable, to repurchase all the ▇▇▇▇▇▇▇▇ Loans under Subsection 10.01(a)(i) above is exercised, the Trust and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Securities Administrator and the Trustee have been furnished with an Opinion of Counsel (at the expense of the Depositor or Thornburg, whichever is repurchasing the Mortgage Loans) to the effect that e▇▇▇▇▇ ▇▇▇t the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01Date, the Tax Matters Person shall prepare Depositor or Thornburg, whichever is purchasing the documentation required and the Tax Matters Person Mortgage Loans, ▇▇▇▇▇ ▇▇▇pare, and the Trustee and the Securities Administrator (as attorney-in-fact on behalf of the Holders of the Residual Certificates pursuant to Section 10.02(b)), shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II in the case of a termination under Subsection 10.01(a)(i), provided to it by the Depositor or Thornburg, as applicable, meeting the requirements of a qualified liquidation "▇▇▇▇▇▇▇ed liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained delivered to the Securities Administrator and the Trustee, at the expense of Thornburg or the ServicerDepositor, on behalf of REMIC I and REMIC IIwhichever is repurchasing t▇▇ ▇▇▇▇▇▇ge Loans; and (ii) At Thornburg or after the time of adoption Depositor, as applicable, shall notify the ▇▇▇▇rities Administrator and the Trustee in writing at the commencement of such a plan of complete 90-day liquidation and period and, at or prior to the time of making the final Distribution Datepayment on the Certificates, the Servicer on behalf Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust shall sell all of in accordance with the assets of terms hereof; and REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of REMIC I and REMIC II upon the written request of the Tax Matters Person and the Trustee Depositor or Thornburg, as applicable, and to take such other action in connection therewith t▇▇▇▇▇▇▇▇ as may be reasonably requested by the Tax Matters Person Depositor or Thornburg, as applicable, and (ii) appoint the TrusteeSecurities Adminis▇▇▇▇▇▇ ▇▇ their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust, the Trust and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in an Optional Termination pursuant to Section 9.0111.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC I and REMIC II holding the related Mortgage Loans shall be terminated liquidated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of REMIC I and REMIC II any REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Trust Administrator under Section 9.0111.03, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Class AR Certificates shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IISubsidiary REMIC; and (ii) At at or after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of such Subsidiary REMIC to the Servicer for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Servicer or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section if no other Subsidiary REMIC shall remain outstanding following such termination, the Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution DateDate of the Subsidiary REMIC, the Servicer on behalf of the Trust Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of the Master REMIC or either Middle REMIC prior to the close of that calendar quarter. (bc) By its acceptance of any a Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person or Master REMIC, each Middle REMIC and the TrusteeSubsidiary REMIC.

Additional Termination Requirements. (a) In If the event option of the Servicer exercises its purchase option as provided in Section 9.01Seller to repurchase (i) all the Group I Mortgage Loans and REMIC I, REMIC I (ii) all of the Group II Mortgage Loans and REMIC II or (iii) all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, (i) REMIC I, (ii) REMIC II, or (iii) the Trust Fund and each of REMIC I, REMIC II , REMIC III and REMIC IV shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the CodeCode on REMIC I, REMIC II, REMIC III or REMIC IV or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by written direction of the Trustee under Section 9.01Seller, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each REMIC in the case of a termination of Loan Group I and Loan Group II under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC I and in the case of a termination of Loan Group I under Subsection 10.01(a)(i), or a plan of complete liquidation of REMIC II meeting in the case of a termination of Loan Group II under Subsection 10.01(a)(ii), provided to it by the Seller, which meets the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained ; (ii) the Seller shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of each REMIC, of REMIC I or of REMIC II, as applicable, and at or prior to the final Distribution DateDate relating thereto, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust or REMIC I or REMIC II, as applicable, to or at the direction of the Seller, and each of REMIC I, REMIC II, REMIC III and REMIC II to the Servicer for cash in the amount specified in Section 9.01IV, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Tax Matters Person and the Trustee Seller, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint the Seller as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

Additional Termination Requirements. (a) In the event the Servicer or the Certificate Insurer exercises its purchase option as provided in Section 9.0111.01 or 11.02, each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust Fund to comply with the requirements of this Section 9.02 11.03 will not (i) result in the imposition of taxes on “"prohibited transactions” of " on REMIC I and or REMIC II as described defined in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01Remittance Date, the Tax Matters Person shall prepare holders of the documentation required Class R-1 and the Tax Matters Person and the Trustee Class R-2 Certificates shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II II, respectively, meeting the requirements of a qualified liquidation "Qualified Liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and; (ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Remittance Date, the Servicer on behalf of Trustee (or, with respect to the Trust Pool III Mortgage Loans the Co-Trustee) shall sell for cash all of the assets of REMIC I and REMIC II to the Servicer for cash in Servicer, the Certificate Insurer or the Certificate Insurer's designee; and (iii) At the time of the making of the final payment on the Certificates, the Trustee shall (x) deposit into and withdraw from the Certificate Accounts the amount specified in Section 9.01of such final payment and shall distribute or credit, or cause to be distributed or credited, to the Certificateholders of each Class, the related Class Principal Balance, plus 30 days' interest thereon (or, with respect to the Adjustable Rate Certificates, interest on the actual number of days since the last Remittance Date up to but not including the upcoming Remittance Date) at the related Class Remittance Rate, and (y) to the Class R-1 Certificateholders, distribute all cash on hand after such payment to the respective Certificateholders, and REMIC I and REMIC II shall terminate at such time. (b) By its their acceptance of any Residual Certificate, the Holder Class R Certificates the holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee Servicer or Certificate Insurer and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Servicer and (ii) appoint the TrusteeServicer as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation.

Additional Termination Requirements. (a) In Upon the event receipt of the Servicer exercises its purchase option as provided final distribution to be made on the Deposited Underlying Certificate in Section 9.01accordance with the terms and conditions of the Underlying Agreement, REMIC I and REMIC II the Holder of the Class A-R Certificate shall cause the Trust Fund to be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel Counsel, at the expense of the Holder of the Class A-R Certificate, to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 7.03 will not (i) result in the imposition of taxes on “prohibited transactions” of on any REMIC I and REMIC II as described defined in Section section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i1) Within Upon receipt of the notice given pursuant to the Underlying Agreement, but in no event later than 90 days prior to the final Underlying Distribution Date set forth in the notice given by the Trustee under Section 9.01Master Servicer in accordance with the terms of the Underlying Agreement, the Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall prepare, at the expense of the “tax matters person,” and adopt a plan of complete liquidation on behalf within the meaning of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F section 860F(a)(4) of the Code and any regulations thereunderwhich, as evidenced by an Opinion of Counsel obtained at the (which opinion shall not be an expense of the ServicerTrustee or the Tax Matters Person), on behalf meets the requirements of REMIC I and REMIC IIa qualified liquidation; and (ii2) At or Within 90 days after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Dateliquidation, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust Fund to the Servicer Holder of the Class A-R Certificate for cash in the amount specified in accordance with Section 9.017.01. (b) By its acceptance of The Trustee as agent for any Residual Certificate, the Holder thereof REMIC created hereunder hereby agrees to authorize the Tax Matters Person adopt and the Trustee to adopt sign such a plan of complete liquidation upon the written request of the Tax Matters Person Holder of the Class A-R Certificate, and the Trustee receipt of the Opinion of Counsel referred to in Section 7.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or Holder of the TrusteeClass A-R Certificate. (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Holder of the Class A-R Certificate to prepare and the Trustee to adopt and sign a plan of complete liquidation.

Additional Termination Requirements. (a) In the event the Servicer exercises its purchase option as provided in Section 9.01(a) Each of REMIC I, REMIC I II, REMIC III, REMIC IV and REMIC II V as the case may be, shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC I and REMIC II created hereunder to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on “"prohibited transactions” of REMIC I and REMIC II ," as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II created hereunder to fail to qualify as a REMIC at any time that any Certificates are Certificate is outstanding: (i) Within 90 days prior The Master Servicer shall establish a 90-day liquidation period for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, and specify the first day of such period in a statement attached to the Trust Fund's final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person Return pursuant to Treasury regulations ss. 1. 860F-1. The Master Servicer also shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan satisfy all of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, under Section 860F of the Code and any the regulations thereunder, as evidenced by an Opinion of Counsel obtained ;; (ii) The Master Servicer shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At or after If the time Master Servicer is exercising its right to purchase the assets of adoption of such a plan of complete the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the final Final Distribution Date, the Servicer on behalf of the Trust shall sell purchase all of the assets of REMIC I and REMIC II to the Servicer Trust Fund for cash in the amount specified in Section 9.01.cash; (b) By its acceptance Each Holder of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt such a plan of complete liquidation upon for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V at the written request expense of the Tax Matters Person Trust Fund in accordance with the terms and the Trustee and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trusteeconditions of this Agreement.

Additional Termination Requirements. (a) In If the event option of EMC to repurchase all the Servicer exercises its purchase option as provided in Mortgage Loans under Section 9.0110.01(a)(i) above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code on each of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of EMC, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting in the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by EMC, shall meet the requirements of a “qualified liquidation liquidation” under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) EMC shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any of REMIC I and REMIC II and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of the Trust to or at the direction of EMC, and REMIC I and REMIC II to the Servicer for cash in the amount specified in Section 9.01II, as applicable, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the REMIC upon the written request of the Tax Matters Person and the Trustee EMC, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Seller and (ii) appoint EMC as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II shall terminate.

Additional Termination Requirements. (a) In the event of (i) the exercise by the Master Servicer exercises its purchase option as provided of the Cleanup Call pursuant to the terms of this Agreement, (ii) the exercise by Ocwen Loan Servicing, LLC of the Backup Cleanup Call pursuant to the terms of this Agreement, or (iii) the final payment on or other liquidation of the last Mortgage Loan or REO Property in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with pursuant to Section 10.01, the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been supplied with an Opinion of Counsel Counsel, at the expense of the applicable Terminator (in the case of the exercise of the Cleanup Call or the Backup Cleanup Call) or the Depositor, to the effect that the failure of REMIC I and REMIC II the Trust Fund to comply with the requirements of this Section 9.02 10.03 will not (i) result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Codea REMIC, or (ii) cause any REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i1) Within 90 days prior The applicable Terminator (in the case of the exercise of the Cleanup Call or the Backup Cleanup Call) or the Depositor (in all other cases) shall establish a ninety-day liquidation period and notify the Trustee thereof, and the Securities Administrator shall in turn specify the first day of such period in a statement attached to the final Distribution Date set forth in tax return for each REMIC pursuant to Treasury Regulation Section 1.860F-1. The Master Servicer, Ocwen Loan Servicing, LLC or the notice given by the Trustee under Section 9.01Depositor, the Tax Matters Person as applicable, shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of REMIC I and REMIC II; andOcwen Loan Servicing, LLC or the Depositor, as applicable; (ii2) At or after the time of adoption of During such a plan of complete ninety-day liquidation period, and at or prior to the time of making the final Distribution Datepayment on the Certificates, the Servicer on behalf applicable Terminator (in the case of the Trust exercise of the Cleanup Call or the Backup Cleanup Call) or the Depositor (in all other cases) shall sell all of the assets of REMIC I for cash; and (3) At the time of the making of the final payment on the Certificates, the Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time. By their acceptance of the Certificates, the Holders thereof hereby authorize the Master Servicer (in the case of the exercise of the Cleanup Call), Ocwen Loan Servicing, LLC (in the case of the exercise of the Backup Cleanup Call) or the Depositor (in all other cases) to specify the ninety-day liquidation period for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC II to the Servicer VI, which authorization shall be binding upon all successor Certificateholders. The Securities Administrator as agent for cash in the amount specified in Section 9.01. (b) By its acceptance of any Residual Certificate, the Holder thereof each REMIC hereby agrees to authorize the Tax Matters Person adopt and the Trustee to adopt sign such a plan of complete liquidation upon the written request of the Tax Matters Person Master Servicer, Ocwen Loan Servicing, LLC or the Depositor, as applicable, and the Trustee receipt of the Opinion of Counsel referred to in Section 10.03(1) and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Master Servicer, Ocwen Loan Servicing, LLC or the TrusteeDepositor, as applicable.

Additional Termination Requirements. (a) In the event the Servicer Terminating Entity exercises its purchase option as provided in an Optional Termination pursuant to Section 9.0111.01(A) or an Auction Sale pursuant to Section 11.01(C), the REMIC I and REMIC II holding the related Mortgage Loans shall be terminated liquidated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for Trustee and the Trustee Trust Administrator have received an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on a “prohibited transactionstransaction” of REMIC I and REMIC II any REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC I or REMIC II formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee Trust Administrator under Section 9.0111.03, the Tax Matters Person shall prepare Holder of the documentation required and the Tax Matters Person and the Trustee Class AR Certificates shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC IISubsidiary REMIC; and (ii) At at or after the time of adoption of any such plan of complete liquidation for such Subsidiary REMIC and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of such Subsidiary REMIC to the Terminating Entity for cash; provided, however, that in the event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of such REMIC prior to the close of that calendar quarter. (b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of an Auction Sale, in each case, pursuant to paragraph (a) of this Section if no other Subsidiary REMIC shall remain outstanding following such termination, the Middle REMICs and the Master REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in the imposition of taxes on a “prohibited transaction” of any REMIC formed hereby, as described in Section 860F of the Code, or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding: concurrently with the adoption of the plan of complete liquidation of the Subsidiary REMIC, as set forth in paragraph (a) of this Section, the Holder of the Class AR Certificates shall adopt a plan of complete liquidation of the Master REMIC and each Middle REMIC; and at or after the time of adoption of any such plan of complete liquidation for the Master REMIC and each Middle REMIC, and at or prior to the final Distribution DateDate of the Subsidiary REMIC, the Servicer on behalf of the Trust Trustee shall sell all of the assets of the Master REMIC I and each Middle REMIC II to the Servicer Depositor for cash cash; provided, however, that in the amount specified in Section 9.01event that a calendar quarter ends after the time of adoption of such a plan of complete liquidation but prior to the final Distribution Date, the Trustee shall not sell any of the assets of the Master REMIC or either Middle REMIC prior to the close of that calendar quarter. (bc) By its acceptance of any a Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably requested by required to liquidate and otherwise terminate the Tax Matters Person or Master REMIC, each Middle REMIC and the TrusteeSubsidiary REMIC.

Additional Termination Requirements. (a) In the event that the Servicer exercises its purchase option as provided in Section 9.0110.1, REMIC I and REMIC II the Trust shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an has received a Nondisqualification Opinion of Counsel to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 subsection 10.2(a) will not (iA) result in the imposition of taxes on “"prohibited transactions” " of REMIC I and REMIC II the Trust, as described defined in Section 860F of the Code, or (ii) cause contributions to either of REMIC I or REMIC II after the "startup day," as defined in Section 860G(d) of the Code, or (B) cause either of REMIC I or REMIC II of the Trust to fail to qualify as a REMIC at any time that any Certificates are Certificate is outstanding: (i) Within 90 within ninety (90) days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.0110.1, the Tax Matters Person shall prepare Trustee, at the documentation required and direction of the Tax Matters Person and the Trustee Depositor, shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced Trust in the form prepared by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; andDepositor; (ii) At at or after the time of adoption of such a plan of complete liquidation and at or prior to the Distribution Date for the final Distribution Datedistribution, the Servicer on behalf of the Trust Trustee shall sell all of the assets of REMIC I and REMIC II the Trust either to the Servicer Depositor or other purchaser of the assets of the Trust, as the case may be, for cash cash; provided, however, that in the amount specified in Section 9.01. (b) By its acceptance event that a calendar quarter ends after the time of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt adoption of such a plan of complete liquidation but prior to the such 116 122 final Distribution Date, the Trustee shall not sell any of the assets of the Trust prior to the close of that calendar quarter; and (iii) the Trustee shall make the distributions specified in subsection 10.1(d) and (e) on or before the final Distribution Date referred to in clause (i) above. (b) The Trustee hereby agrees to adopt a plan of complete liquidation as specified in subsection 10.2(a) upon the written request direction of the Tax Matters Person and the Trustee Depositor and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the TrusteeDepositor.

Additional Termination Requirements. (a) In If the event option of EMC to repurchase all the Servicer exercises its purchase option as provided in Mortgage Loans under Section 9.0110.01(a)(i) above is exercised, the Trust Fund and each 2004-4 REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of REMIC I and REMIC II the Trust to comply with the requirements of this Section 9.02 10.02 will not (i) result in the imposition of taxes on “"prohibited transactions” of REMIC I and REMIC II " as described defined in Section 860F of the Code, Code on each 2004-4 REMIC or (ii) cause any 2004-4 REMIC I or REMIC II to fail to qualify as a 2004-4 REMIC at any time that any Regular Certificates are outstanding: (i) Within within 90 days prior to the final Distribution Date set forth in Date, at the notice given by the Trustee under Section 9.01written direction of EMC, the Trustee, as agent for the respective Tax Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee Persons, shall adopt a plan of complete liquidation on behalf of each 2004-4 REMIC I and REMIC II meeting the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by EMC, shall meet the requirements of a "qualified liquidation liquidation" under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained . (ii) EMC shall notify the Trustee at the expense commencement of such 90-day liquidation period and, at or prior to the time of making of the Servicerfinal payment on the Certificates, on behalf the Trustee shall sell or otherwise dispose of REMIC I and REMIC IIall of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iiiii) At at or after the time of adoption of such a plan of complete liquidation of any 2004-4 REMIC and at or prior to the final Distribution Date, the Servicer on behalf of the Trust Trustee shall sell for cash all of the assets of REMIC I the Trust to or at the direction of EMC, and REMIC II to the Servicer for cash in the amount specified in Section 9.01each 2004-4 REMIC, shall terminate at such time. (b) By its their acceptance of any the Residual CertificateCertificates, the Holder Holders thereof hereby agrees to authorize the Tax Matters Person and the Trustee (i) agree to adopt such a plan of complete liquidation of the related 2004-4 REMIC upon the written request of the Tax Matters Person and the Trustee EMC, and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person Depositor and (ii) appoint EMC as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2004-4 REMIC. Upon complete liquidation or final distribution of all of the Trusteeassets of the Trust Fund, the Trust Fund and each 2004-4 REMIC shall terminate.