Common use of Additional Trust Fund Termination Requirements Clause in Contracts

Additional Trust Fund Termination Requirements. (a) Any termination of the Trust Fund shall be effected in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of the Mortgage Loans pursuant to Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund pursuant to Section 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any In the event of any termination of the Trust Fund or portion thereof pursuant to Section 7.01(b), 7.01(c) or 7.01(d), the REMIC holding the related Mortgage Loans shall be effected liquidated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of purchasing the Mortgage Loans pursuant to Section 7.01(b) ), 7.01(c) or 7.01(d), and subsequently receives, an Opinion of Counsel (at the expense of such requesting purchasing party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any an Adverse REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within 89 days prior to the time of the making of the final payment on the related Certificates, (and upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, if such termination is pursuant to Section 7.01(b) or 7.01(d)), the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMICREMIC 1 or REMIC 2, as applicable, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund REMIC 1 or REMIC 2, as applicable, pursuant to Section 7.02 7.01 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the related Certificates; (iii) On the date specified for final payment of the related Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand with respect to REMIC 1 or REMIC 2, as applicable, after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) such REMIC shall terminate at that time; and; (iv) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted; and (v) Upon the termination of a REMIC pursuant to this paragraph (a), if REMIC 1 and REMIC 2 are not outstanding following such termination, REMIC 3 shall be terminated in accordance with the following additional requirements, unless the Trustee has received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not result in an Adverse REMIC Event: (A) concurrently with the adoption of the plan of complete liquidation of REMIC 1 or REMIC 2, as applicable and as set forth above, the Trustee shall adopt a plan of complete liquidation of the REMIC 3; and (B) at or after the time of adoption of any such plan of complete liquidation for REMIC 3, and at or prior to the final Distribution Date of REMIC 1 or REMIC 2, as applicable, the Trustee shall sell all of the assets of REMIC 3 for cash. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the each plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Trustee, the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any termination of the Trust Fund shall be effected in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of the Mortgage Loans pursuant to Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (Ii) result in the imposition of taxes on any REMIC under the REMIC Provisions or (IIii) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, upon notification by the Master Servicer Directing Holder or the Depositor that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund pursuant to Section 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees (i) authorizes the Trustee to accept the take such action as may be necessary to adopt a plan of complete liquidation adopted by of the Trustee under this Section related REMIC and (ii) agrees to take such other action in connection therewith as may be reasonably requested by necessary to adopt a plan of complete liquidation of the Master Servicer or any Servicerrelated REMIC, which authorization shall be binding upon all successor Residual Certificateholders.

Additional Trust Fund Termination Requirements. (a) Any termination of the The ---------------------------------------------- Trust Fund shall be effected terminated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of the Mortgage Loans pursuant to Section 7.01(b)Master Servicer), and subsequently receives, an Opinion of Counsel (at the expense of such requesting partythe Master Servicer), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (Ii) result in the imposition of taxes on any REMIC under the REMIC Provisions or (IIii) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, the Trustee (upon (x) the sale of the property of the Trust Fund by the Trustee pursuant to Section 7.01(b) or (y) notification by the Master Servicer Depositor that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee ) shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any The sale of the assets of the Trust Fund pursuant to Section 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees (i) authorizes the Trustee to accept the take such action as may be necessary to adopt a plan of complete liquidation adopted by of the Trustee under this Section related REMIC and (ii) agrees to take such other action in connection therewith as may be reasonably requested by necessary to adopt a plan of complete liquidation of the Master Servicer or any Servicerrelated REMIC, which authorization shall be binding upon all successor Residual Certificateholders.

Additional Trust Fund Termination Requirements. (a) Any In the event of any termination of the Trust Fund or portion thereof pursuant to Section 7.01(b), the REMIC holding the related Mortgage Loans shall be effected liquidated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of purchasing the Mortgage Loans pursuant to Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting purchasing party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any an Adverse REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within 89 days prior to the time of the making of the final payment on the related Certificates, (and upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, if such termination is pursuant to Section 7.01(b)), the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of for each REMICREMIC created pursuant to this Agreement, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund Fund, pursuant to Section 7.02 7.01 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the related Certificates; (iii) On the date specified for final payment of the related Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand with respect to REMIC 1 or REMIC 2, as applicable, after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted.; and (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the each plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any termination of the Trust Fund shall be effected in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of the Mortgage Loans pursuant to Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, upon notification by the Master Servicer Class X Certificateholder or the Depositor that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund pursuant to Section 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees (i) authorizes the Trustee to accept the take such action as may be necessary to adopt a plan of complete liquidation adopted by of the Trustee under this Section related REMIC and (ii) agrees to take such other action in connection therewith as may be reasonably requested by necessary to adopt a plan of complete liquidation of the Master Servicer or any Servicerrelated REMIC, which authorization shall be binding upon all successor Residual Certificateholders.

Additional Trust Fund Termination Requirements. (a) Any In the event of any termination of the Trust Fund or portion thereof pursuant to Section 7.01(b), 7.01(c) or 7.01(d), the REMIC holding the related Mortgage Loans shall be effected liquidated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of purchasing the Mortgage Loans pursuant to Section 7.01(b) ), 7.01(c) or 7.01(d), and subsequently receives, an Opinion of Counsel (at the expense of such requesting purchasing party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any an Adverse REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within 89 days prior to the time of the making of the final payment on the related Certificates, (and upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, if such termination is pursuant to Section 7.01(b) or 7.01(d)), the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMICREMIC 1 or REMIC 2, as applicable, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund REMIC 1 or REMIC 2, as applicable, pursuant to Section 7.02 7.01 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the related Certificates; (iii) On the date specified for final payment of the related Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand with respect to REMIC 1 or REMIC 2, as applicable, after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) such REMIC shall terminate at that time; and (iv) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (v) Upon the termination of a REMIC pursuant to this paragraph (a), if REMIC 1 and REMIC 2 are not outstanding following such termination, REMIC 3 and REMIC 4 shall be terminated in accordance with the following additional requirements, unless the Trustee has received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not result in an Adverse REMIC Event: (A) concurrently with the adoption of the plan of complete liquidation of REMIC 1 or REMIC 2, as applicable and as set forth above, the Trustee shall adopt a plan of complete liquidation of the REMIC 3 and REMIC 4; and (B) at or after the time of adoption of any such plan of complete liquidation for REMIC 3 and REMIC 4, and at or prior to the final Distribution Date of REMIC 1 or REMIC 2, as applicable, the Trustee shall sell all of the assets of REMIC 3 and REMIC 4 for cash. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the each plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Trustee, the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any termination of the The Trust Fund shall be effected terminated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of the Mortgage Loans pursuant to Section 7.01(b)Master Servicer), and subsequently receives, an Opinion of Counsel (at the expense of such requesting partythe Master Servicer), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (Ii) result in the imposition of taxes on any REMIC under the REMIC Provisions or (IIii) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, the Trustee (upon (x) the sale of the property of the Trust Fund by the Trustee pursuant to Section 7.01(b) or (y) notification by the Master Servicer Depositor that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee ) shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any The sale of the assets of the Trust Fund pursuant to Section 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall shall, after payment of any unreimbursed Advances, Servicing Advances, Servicing Fees or other fee compensation of the Special Servicer payable pursuant to the Special Servicing Compensation Agreement, make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, and distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees (i) authorizes the Trustee to accept the take such action as may be necessary to adopt a plan of complete liquidation adopted by of the Trustee under this Section related REMIC and (ii) agrees to take such other action in connection therewith as may be reasonably requested by necessary to adopt a plan of complete liquidation of the Master Servicer or any Servicerrelated REMIC, which authorization shall be binding upon all successor Residual Certificateholders.

Additional Trust Fund Termination Requirements. (a) Any In the event of any termination of the Trust Fund or portion thereof pursuant to Section 7.01(b), 7.01(c) or 7.01(d), the REMIC holding the related Mortgage Loans shall be effected liquidated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of purchasing the Mortgage Loans pursuant to Section 7.01(b), 7.01(c) or 7.01(d)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting purchasing party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any an Adverse REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, related Certificates (and upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, if such termination is pursuant to Section 7.01(b), 7.01(c) or 7.01(d)), the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMICREMIC LT-1, REMIC LT-2 or REMIC LT-3, as applicable, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund REMIC LT-1, REMIC LT-2 or REMIC LT-3, as applicable, pursuant to Section 7.02 7.01 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the related Certificates; (iii) On the date specified for final payment of the related Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand hand, with respect to REMIC LT-1, REMIC LT-2 or REMIC LT-3, as applicable, after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) such REMIC shall terminate at that time; and (iv) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (bv) Upon the termination of a REMIC pursuant to this paragraph (a), if REMIC LT-1, REMIC LT-2 or REMIC LT-3 are not outstanding following such termination, each other REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not result in an Adverse REMIC Event: (A) concurrently with the adoption of the plan of complete liquidation of REMIC LT-1, REMIC LT-2 or REMIC LT-3, as applicable, and as set forth above, the Trustee shall adopt a plan of complete liquidation of each other REMIC; and (B) at or after the time of adoption of any such plan of complete liquidation for each other REMIC, and at or prior to the final Distribution Date of REMIC LT-1, REMIC LT-2 or REMIC LT-3, as applicable, the Trustee shall sell all of the assets of each other REMIC for cash (vi) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the each plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any termination of the ---------------------------------------------- The Trust Fund shall be effected terminated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of the Mortgage Loans pursuant to Section 7.01(b)Master Servicer), and subsequently receives, an Opinion of Counsel (at the expense of such requesting partythe Master Servicer), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (Ii) result in the imposition of taxes on any REMIC under the REMIC Provisions or (IIii) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, the Trustee (upon (x) the sale of the property of the Trust Fund by the Trustee pursuant to Section 7.01(c) or (y) notification by the Master Servicer Depositor that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee ) shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any The sale of the assets of the Trust Fund pursuant to Section 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any termination of the The Trust ---------------------------------------------- Fund shall be effected terminated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of the Mortgage Loans pursuant to Section 7.01(b)Master Servicer), and subsequently receives, an Opinion of Counsel (at the expense of such requesting partythe Master Servicer), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (Ii) result in the imposition of taxes on any REMIC under the REMIC Provisions or (IIii) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, the Trustee (upon (x) the sale of the property of the Trust Fund by the Trustee pursuant to Section 7.01(b) or (y) notification by the Master Servicer Depositor that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee ) shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any The sale of the assets of the Trust Fund pursuant to Section 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, and distribute or credit, or cause to be distributed or credited, to the Holders Holder of the Residual Certificates Certificate all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders Holder of the Residual Certificates Certificate be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees (i) authorizes the Trustee to accept the take such action as may be necessary to adopt a plan of complete liquidation adopted by of the Trustee under this Section related REMIC and (ii) agrees to take such other action in connection therewith as may be reasonably requested by necessary to adopt a plan of complete liquidation of the Master Servicer or any Servicerrelated REMIC, which authorization shall be binding upon all successor Residual Certificateholders.

Additional Trust Fund Termination Requirements. (a) Any In the event of any termination of the Trust Fund pursuant to Section 7.01(d) or portion thereof pursuant to Section 7.01(b) or 7.01(c), the REMIC holding the related Mortgage Loans shall be effected liquidated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of purchasing the Mortgage Loans pursuant to Section 7.01(b)) , 7.01(c) or 7.01(d), and subsequently receives, an Opinion of Counsel (at the expense of such requesting purchasing party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any an Adverse REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within 89 days prior to the time of the making of the final payment on the related Certificates, (and upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, if such termination is pursuant to Section 7.01(d)), the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMICREMIC 1 or REMIC 2, as applicable, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund REMIC 1 or REMIC 2, as applicable, pursuant to Section 7.02 7.01 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the related Certificates; (iii) On the date specified for final payment of the related Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand with respect to REMIC 1 or REMIC 2, as applicable, after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) such REMIC shall terminate at that time; and; (iv) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted; and (v) Upon the termination of a REMIC pursuant to this paragraph (a), if REMIC 1 and REMIC 2 are not outstanding following such termination, the Upper Tier REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not result in an Adverse REMIC Event: (A) concurrently with the adoption of the plan of complete liquidation of REMIC 1 or REMIC 2, as applicable and as set forth above, the Trustee shall adopt a plan of complete liquidation of the Upper Tier REMIC; and (B) at or after the time of adoption of any such plan of complete liquidation for the Upper Tier REMIC, and at or prior to the final Distribution Date of REMIC 1 or REMIC 2, as applicable, the Trustee shall sell all of the assets of the Upper Tier REMIC for cash. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Trustee, the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any In the event of any termination of the Trust Fund or portion thereof pursuant to Section 7.01(b) or 7.01(c), the REMIC holding the related Mortgage Loans shall be effected liquidated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of purchasing the Mortgage Loans pursuant to Section 7.01(b) or 7.01(c)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting purchasing party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any an Adverse REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, related Certificates (and upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, if such termination is pursuant to Section 7.01(b) or 7.01(c)), the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMICREMIC LT-1 or REMIC LT-2, as applicable, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund REMIC LT-1 or REMIC LT-2, as applicable, pursuant to Section 7.02 7.01 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the related Certificates; (iii) On the date specified for final payment of the related Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the related Residual Certificates all cash on hand hand, with respect to REMIC LT-1 or REMIC LT-2, as applicable, after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) such REMIC shall terminate at that time; and (iv) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (bv) Upon the termination of a REMIC pursuant to this paragraph (a), if REMIC LT-1 or REMIC LT-2 are not outstanding following such termination, each other REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not result in an Adverse REMIC Event: (A) concurrently with the adoption of the plan of complete liquidation of REMIC LT-1 or REMIC LT-2, as applicable, and as set forth above, the Trustee shall adopt a plan of complete liquidation of each other REMIC; and (B) at or after the time of adoption of any such plan of complete liquidation for each other REMIC, and at or prior to the final Distribution Date of REMIC LT-1 or REMIC LT-2, as applicable, the Trustee shall sell all of the assets of each other REMIC for cash (vi) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the each plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any In the event of any termination of the Trust Fund or portion thereof pursuant to Section 7.01(b) or 7.01(c), the REMIC holding the related Mortgage Loans shall be effected liquidated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of purchasing the Mortgage Loans pursuant to Section 7.01(b) or 7.01(c)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting purchasing party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any an Adverse REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, related Certificates (and upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, if such termination is pursuant to Section 7.01(b) or 7.01(c)), the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMICREMIC LT-1 or REMIC LT-2, as applicable, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund REMIC LT-1 or REMIC LT-2, as applicable, pursuant to Section 7.02 7.01 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the related Certificates; (iii) On the date specified for final payment of the related Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand hand, with respect to REMIC LT-1 or REMIC LT-2, as applicable, after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) such REMIC shall terminate at that time; and (iv) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (bv) Upon the termination of a REMIC pursuant to this paragraph (a), if REMIC LT-1 or REMIC LT-2 are not outstanding following such termination, each other REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has received an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section will not result in an Adverse REMIC Event: (A) concurrently with the adoption of the plan of complete liquidation of REMIC LT-1 or REMIC LT-2, as applicable, and as set forth above, the Trustee shall adopt a plan of complete liquidation of each other REMIC; and (B) at or after the time of adoption of any such plan of complete liquidation for each other REMIC, and at or prior to the final Distribution Date of REMIC LT-1 or REMIC LT-2, as applicable, the Trustee shall sell all of the assets of each other REMIC for cash (vi) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the each plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any In the event of any termination of the Trust Fund or portion thereof pursuant to Section 7.01(b), the REMIC holding the related Mortgage Loans shall be effected liquidated in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of purchasing the Mortgage Loans pursuant to Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting purchasing party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any an Adverse REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstandingEvent: (i) Within 89 days prior to the time of the making of the final payment on the related Certificates, (and upon notification by the Master Servicer that it intends to exercise its option to cause the termination of the Trust Fund, if such termination is pursuant to Section 7.01(b)), the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of for each REMICREMIC created pursuant to this Agreement, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund pursuant to Section 7.02 7.01 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the related Certificates; (iii) On the date specified for final payment of the related Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand with respect to REMIC 1 or REMIC 2, as applicable, after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the related Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted.; and (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the each plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any Servicer.

Additional Trust Fund Termination Requirements. (a) Any termination of the Trust Fund shall be effected in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase auction all of the Mortgage Loans pursuant to Section 7.01(b)), 7.01(c) and subsequently receives, receives an Opinion of Counsel (at the expense of such requesting party), addressed to the Trustee Trustee, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, upon notification by the Master Servicer Depositor that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee shall adopt a plan of complete liquidation prepared by the Depositor of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund pursuant to Section 7.01 or 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any ServicerTrustee.

Additional Trust Fund Termination Requirements. (a) Any termination of the Trust Fund shall be effected in accordance with the following additional requirements, unless the Trustee seeks (at the request of the party exercising the option to purchase all of the Mortgage Loans pursuant to Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the expense of such requesting party), addressed to the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not (I) result in the imposition of taxes on any REMIC under the REMIC Provisions or (II) cause any REMIC established hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) Within 89 days prior to the time of the making of the final payment on the Certificates, upon notification by the Master Servicer or Aurora Loan Services, Inc. that it intends to exercise its option to cause the termination of the Trust Fund, the Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions; (ii) Any sale of the assets of the Trust Fund pursuant to Section 7.02 shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on the Certificates; (iii) On the date specified for final payment of the Certificates, the Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and (iv) In no event may the final payment on the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. (b) By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the plan of complete liquidation adopted by the Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Master Servicer or any Servicer.