Common use of Final Distribution on the Certificates Clause in Contracts

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) day of the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinTrustee specified in the final distribution notice to Certificateholders. If the Master Servicer Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and Administrator, the Trustee of the date the Master Servicer Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMajority Class C Certificateholder. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution any Collection Account, the Securities Administrator Master Servicer shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) direct the Securities Administrator determines that promptly to send a Class Notice of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee Final Distribution to each Certificateholder and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinSwap Counterparty. If the Master Servicer (upon instruction from the Depositor or voluntarily) elects to terminate exercise their option to purchase the Trust Fund Mortgage Loans pursuant to clause (a) of Section 10.0111.01, at least twenty (20) 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor, the Swap Counterparty and the Securities Administrator and the Trustee of (a) the date on which the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit exercise such purchase option and (b) the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerPrice. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not earlier than the 10th day and not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice Notice of Final Distribution to the Swap Counterparty and to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be remitted to the Master Servicer shall for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Custodian of the making of such final deposita Request for Release therefor, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer the Mortgage Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the amounts allocable to such Certificates held Servicer, the Master Servicer, the Securities Administrator, the Depositor, the Trustee and the Swap Counterparty hereunder), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticeNotice of Final Distribution, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the such second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder and the NIMs Insurer or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinspecified in such notice. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee Notice of the date the Master Servicer intends to terminate any termination of the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) last calendar day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Securities Administrator shall deposit cause all funds in the Distribution Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall release such funds upon written directionhave any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Servicer determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator Trustee, the Servicer or Paying Agent shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinServicer. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01, at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee or the Servicer or Paying Agent by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Servicer will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Collection Account to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and hereto. Upon payment to the Securities Administrator shall release Class R Certificateholders of such funds upon written directionand assets, the Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master EMC Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to on or before the date Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, the Master EMC Servicer shall notify the Depositor, the Securities Administrator, the Custodian, the Trustee, the Securities Administrator and the Trustee Master Servicer of the date the Master Servicer that EMC intends to terminate the Trust FundFund and the Master Servicer shall provide the EMC Servicer, the Depositor, the Securities Administrator, the Custodian and the Trustee with the applicable repurchase price of the Mortgage Loans and REO Properties serviced and administered by the Master Servicer. The Master EMC Servicer shall remit the Termination Mortgage Loan Repurchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to immediately preceding the Distribution Date for on which such Optional Termination by the Master ServicerEMC Servicer will be effected. Notice Provided that timely notice has been received, the Securities Administrator shall give notice of any termination of the exercise of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter to mailed not earlier than the Certificateholders mailed 1st day and no later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice distribution and shall specify specify: (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master EMC Servicer or its designee the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class Class, based on the applicable Remittance Report for such Distribution Date, the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer EMC as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. (i) If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding related Mortgage Loans, Loans and no other funds or assets in the related Sub-Trust Fund other than the related funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the related Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the related Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, elects to terminate the related Sub-Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the related Certificateholders, the related Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall notify the Securities Administrator Depositor, each Swap Provider and the Trustee of the date the related Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, intends to terminate the Trust Fundrelated Sub-Trust. The related Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund on the Trustee two Business Day Days prior to the Distribution Date for such related Optional Termination by the related Majority Class CE Certificateholder or the Master Servicer. , as applicable. (ii) Notice of the exercise any termination of the Cleanup Callrelated Sub-Trust, specifying the Distribution Date on which the related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the related Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the related Certificates will be made upon presentation and surrender of the related Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the related Certificateholders. . (iii) In the event such notice is given, the Master Servicer shall cause all related funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the two Business Day Days prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the related Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer Seller as applicable the Mortgage Files for the remaining related Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfer. transfer any related REO Property. (iv) Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to related Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. . (v) In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all related unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall notify the Securities Administrator Depositor and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer Sponsor as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinTrustee specified in the final distribution notice to Certificateholders. If the Master Servicer Class C Certificateholder elects to terminate the Trust Fund pursuant to to Section 10.01, 11.01 at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and Administrator, the Trustee of the date the Master Servicer Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMajority Class C Certificateholder. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator Trustee shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder and the NIMs Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinTrustee. If the Master Servicer Trustee elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01, at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer Trustee shall notify the Securities Administrator Depositor and the Trustee Servicer of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Distribution Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer Trustee or the NIMs Insurer, as applicable, the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and hereto. Upon payment to the Securities Administrator shall release Class R Certificateholders of such funds upon written directionand assets, the Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund relating to the Mortgage Loans other than the funds in the Distribution Master Servicer Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder and the NIMs Insurer or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerAdministrator. Notice of the exercise any partial termination of the Cleanup CallIssuing Entity, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) last calendar day of the month immediately preceding the month of such final distributiondistribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction). Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to the NIMs insurer, if any, the Swap Counterparty and to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Master Servicer Collection Account to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator receipt of the making written notice of such final depositdeposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee Trustee, or its Custodian, shall promptly release or cause to be released to the Securities Administrator, the NIMs Insurer or the Master Servicer Servicer, as applicable, the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.01 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust FundIssuing Entity. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund Issuing Entity that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall release such funds upon written directionhave no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinAdministrator. If the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Securities Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Custodian of the making of such final deposita Request for Release therefor, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund relating to the Mortgage Loans other than the funds in the Distribution Master Servicer Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerAdministrator. Notice of the exercise any partial termination of the Cleanup CallIssuing Entity, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) last calendar day of the month immediately preceding the month of such final distributiondistribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction). Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Master Servicer Collection Account to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification receipt of written notice of such final deposit with respect to the Trustee Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator of the making of such final deposit, the Trustee shall promptly release or cause to be released to the Master Servicer Servicer, as applicable, the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.01 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust FundIssuing Entity. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund Issuing Entity that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall release such funds upon written directionhave no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Certificate Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the related Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer such electing party shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the related Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the related Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the related Certificates will be made upon presentation and surrender of the such Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the such Certificates at the office therein specified. The Securities Administrator Master Servicer will give such notice to each Rating Agency at the time such notice is given to the affected Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the related Certificates. Upon certification to such final deposit and the receipt by the Trustee by the Securities Administrator of the making of such final deposita Request for Release therefor, the Co-Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining related Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each affected Class the amounts allocable to such Certificates held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender related Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their related Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected related Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders Class A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund relating to the Mortgage Loans other than the funds in the Distribution Master Servicer Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerAdministrator. Notice of the exercise any partial termination of the Cleanup CallIssuing Entity, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) last calendar day of the month immediately preceding the month of such final distributiondistribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction). Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Master Servicer Collection Account to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification receipt of written notice of such final deposit with respect to the Trustee Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator of the making of such final deposit, the Trustee shall promptly release or cause to be released to the Master Servicer Servicer, as applicable, the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.01 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust FundIssuing Entity. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class A-R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund Issuing Entity that remain subject hereto hereto. Upon payment to the Class A-R Certificateholders of such funds and assets, the Securities Administrator shall release such funds upon written directionhave no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty ten (2010) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the related Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) day of the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer EMC elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to on or before the date Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, the Master Servicer EMC shall notify 117 the Securities Administrator Depositor and the Trustee of the date the Master Servicer that EMC intends to terminate the Trust Fund. The Master Servicer Fund and EMC shall remit provide the Termination Price to Depositor and the Securities Administrator on behalf Trustee with the applicable repurchase price of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination Mortgage Loans and REO Properties serviced and administered by the Master Servicer. Notice EMC shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day immediately preceding the Distribution Date on which such Optional Termination by EMC will be effected. Provided that timely notice has been received, the Trustee shall give notice to the Certificateholders of any termination of the exercise of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter mailed to the Certificateholders mailed not earlier than the 1st day and no later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice distribution and shall specify specify: (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee Trustee, or the Custodian acting on its behalf, shall promptly release to EMC or cause to be released to the Master Servicer its designee the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class Class, based on the applicable Remittance Report for such Distribution Date, the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. (i) If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall notify the Securities Administrator Depositor, the Swap Provider and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, intends to terminate the Trust Fund. The Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund on the Trustee two Business Day Days prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer. , as applicable. (ii) Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. . (iii) In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the two Business Day Days prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer Seller as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfer. transfer any REO Property. (iv) Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. . (v) In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator Trustee shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder and the NIM Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinTrustee specified in such notice. If the Master Servicer elects Trustee is able to terminate the Trust Fund pursuant to Section 10.019.01(a)(i), or if the NIM Insurer or the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) or 9.01(e), at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer Trustee shall notify the Securities Administrator Depositor and the Trustee Servicer of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to the NIM Insurer and each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Distribution Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer Trustee or the NIM Insurer, as applicable, the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and hereto. Upon payment to the Securities Administrator shall release Class R Certificateholders of such funds upon written directionand assets, the Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Servicer determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator Trustee, the Servicer or Paying Agent shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinServicer. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01, at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee or the Servicer or Paying Agent by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Servicer will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Collection Account and the Certificate Account to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and hereto. Upon payment to the Securities Administrator shall release Class R Certificateholders of such funds upon written directionand assets, the Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder and the Certificate Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee Certificateholders (and the Certificateholders Certificate Insurer with respect to the Class II-A-2 Certificates) within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall notify the Securities Administrator Depositor, the Certificate Insurer and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to Certificateholders and the Certificateholders Certificate Insurer mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the CertificatesCertificates and any Reimbursement Amounts due to the Certificate Insurer. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer EMC as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders and to the Certificate Insurer of each Class the amounts allocable to such Certificates and to the Certificate Insurer held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Majority Class C Certificateholder or the Master Servicer Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder or the Master Servicer Servicer, as applicable, shall notify the Securities Administrator Depositor and the Trustee of the date the Majority Class C Certificateholder or the Master Servicer Servicer, as applicable, intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder or the Master Servicer, as applicable. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer EMC as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. (i) If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer Majority Class CE Certificateholder or the Company, as applicable, elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Majority Class CE Certificateholder or the Company, as applicable, shall notify the Securities Administrator Depositor, the Swap Provider and the Trustee of the date the Master Servicer Majority Class CE Certificateholder or the Company, as applicable, intends to terminate the Trust Fund. The Master Servicer Majority Class CE Certificateholder or the Company, as applicable, shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund on the Trustee two Business Day Days prior to the Distribution Date for such Optional Termination by the Master Servicer. Majority Class CE Certificateholder or the Company, as applicable. (ii) Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. . (iii) In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the two Business Day Days prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Custodian of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer Seller as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee Custodian shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfer. transfer any REO Property. (iv) Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. . (v) In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. (i) If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the related Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will shall be made only upon presentation and surrender of the related Certificates at the office Corporate Office of the Securities Administrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty Administrator. (20ii) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee Notice of the date the Master Servicer intends to terminate any termination of the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will shall be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. . (iii) In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Securities Administrator for deposit in the Distribution Account on the second Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Custodian of the making of such final deposita Request for Release therefor, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfer. transfer any REO Property. (iv) Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. . (v) In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected related Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicer notifies the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and promptly send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class Notice of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Final Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinapplicable Certificateholders. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.01, at least twenty (20) days prior by no later than the 10th day of the month of the final distribution, the Servicer, pursuant to the date notice is to be mailed to the CertificateholdersDepositor Assignment Agreement, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf final Distribution Date and of the Trust Fund on applicable repurchase price of the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMortgage Loans and REO Properties. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice Notice of Final Distribution to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In the event such notice is giventhe Servicer purchases the Mortgage Loans (and REO Properties) pursuant to Section 10.01(a), pursuant to the Depositor Assignment Agreement, the Master Servicer shall deposit in is required thereunder to remit to the Distribution Account Securities Administrator the applicable Termination Price on the Business Day prior Remittance Date immediately preceding the applicable final Distribution Date. Upon such final deposit with respect to the applicable Distribution Date in an amount equal to Trust Fund and the final distribution in respect of the Certificates. Upon certification to the Trustee receipt by the Securities Administrator and the Custodian of the making of such final deposita Request for Release therefor, the Trustee Securities Administrator shall direct the Custodian to promptly release or cause to be released to the Master Servicer or its designee the Mortgage Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.01, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificate), the Certificate Balance thereof plus for each such Class and the Class X Certificate accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinAdministrator. If the Master Servicer Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Master Servicer Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMajority Class C Certificateholder. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency and the Trustee at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Securities Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator related Custodian of the making of such final deposita Request for Release therefor, the Trustee related Custodian shall promptly release or cause to be released to the Master Servicer as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinAdministrator. If the Master Servicer Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Master Servicer Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer Majority Class C Certificateholder shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMajority Class C Certificateholder. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In Upon such final deposit with respect to the event such notice is givenTrust Fund and the receipt by the Custodian of a Request for Release therefor, the Master Servicer shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution AccountCertificate Account related to such Loan Group, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the related Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer Terminator elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer such electing party shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf and of the Trust Fund on applicable repurchase price of the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicerrelated Mortgage Loans and REO Properties. Notice of the exercise of the Cleanup Callany termination, specifying the Distribution Date on which the related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the related Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the related Certificates will be made upon presentation and surrender of the such Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the such Certificates at the office therein specified. The Securities Administrator Terminator will give such notice to each Rating Agency at the time such notice is given to the affected Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to such final deposit and the receipt by the Trustee by the Securities Administrator of the making of such final deposita Request for Release therefor, the Co-Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each affected Class the amounts allocable to such Certificates held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender related Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their related Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected related Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders Class A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Master Servicer shall promptly notify the Securities Administrator of such event, and the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price such amount to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause such funds to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to such final deposit and the Trustee receipt by the Securities Administrator Trustee, or the applicable Custodian on its behalf, of the making of such final deposita Request for Release therefor, the Trustee Trustee, or the applicable Custodian on its behalf, shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining related Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any related REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 and/or Section 5.06 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Securities Administrator Trustee shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator Trustee set forth herein. If the Master Servicer Class X Certificateholder elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Class X Certificateholder shall notify the Securities Administrator and the Trustee of the date the Master Servicer Class X Certificateholder intends to terminate the Trust Fund. The Master Servicer Class X Certificateholder shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerClass X Certificateholder. Notice of the exercise of the Cleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Class X Certificateholder shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to such final deposit and the receipt by the Trustee by the Securities Administrator of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer Class X Certificateholder, as applicable the Mortgage Files for the remaining related Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any related REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 and/or Section 5.06 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator Trustee shall release such funds upon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Depositor, the Securities Administrator and Administrator, the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Certificate Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer Holder of the Class A-RLT Certificate on or after the Initial Optional Call Date elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01, at least twenty (20) 15 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer Holder of the Class A-RLT Certificate shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such Holder intends to terminate the Trust FundFund and of the applicable purchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month immediately preceding the month of such final distribution; provided, that in the event the Trustee determines that the Trust Fund will be terminated pursuant to clause (a) of Section 9.01, the Trustee shall notify the Certificateholders mailed thereof no later than the fifteenth (15th) day of the month of preceding such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Master Servicer will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Certificates (other than the Senior IO Certificates and the Residual Certificates), the Class Principal Balance thereof, (ii) as to each Class of interest-bearing Certificates, all accrued and unpaid interest thereon (including, in the case of any termination pursuant to clause (a) of Section 9.01, interest accrued during the period from and including the first day of the calendar month in which such Distribution Date occurred to and including the day immediately preceding such Distribution Date), and (iii) as to the Class A-RLT Certificate, the amount, if any, that remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clauses (i) and (ii) above; provided, however, that the proceeds of any purchase by the Holder of the Class A-RLT Certificate of all Mortgage Loans and REO Property pursuant to Section 9.01 hereof shall be distributed in the following amounts and order of priority, to the extent of available proceeds: first, to the Holders of the Certificates, interest in the order set forth in clauses (a) through (c) of Section 4.04 I; second, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-PO Certificates, the Class Principal Balances thereof immediately prior to the Distribution Date on which such purchase is being made; third, to the Holders of the Class M-1, Class M-2 and Class M-3 Certificates, in that order, the respective Class Principal Balances thereof immediately prior to the Distribution Date on which such purchase is being made; fourth, to the Holders of the Class B-1, Class B-2 and Class B-3 Certificates, in that order, the respective Class Principal Balances thereof immediately prior to the Distribution Date on which such purchase is being made; and fifth, to the Holder of the Class A-RLT Certificate, any amounts remaining from such proceeds. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders Class A-RLT Certificateholder shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Servicer determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator Trustee, the Servicer or Paying Agent shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinPaying Agent. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.019.01, at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Securities Administrator Depositor, any Paying Agent and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee or the Servicer or Paying Agent by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Servicer will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Collection Account to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee or any Paying Agent shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee or any Paying Agent shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to and, upon written direction to the Trustee or any Paying Agent, shall receive all unclaimed funds and other assets of the Trust Fund that remain subject hereto and hereto. Upon payment to the Securities Administrator shall release Class R Certificateholders of such funds upon written directionand assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator determines based on Servicers notify the reports delivered by the Master Servicer under this Agreement Trustee that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator Servicers shall notify direct the Trustee and promptly to send a final distribution notice promptly Notice of Final Distribution to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five Swap Provider. If Countrywide (5) Business Days after such Determination Date that at the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender direction of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer Majority Class X Certificateholder) elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01, at least twenty (20) days prior to by the date notice is to be mailed to 25th day of the Certificateholdersmonth preceding the month of the final distribution, the Master Servicer Person electing to terminate the Trust Fund shall notify the Securities Administrator Depositor, the Servicers and the Trustee of the date the Master Servicer electing Person intends to terminate the Trust Fund. The Master Servicer shall remit Fund and of the applicable Termination Price to the Securities Administrator on behalf of the Mortgage Loans and REO Properties. Countrywide, when acting at the direction of the Majority Class X Certificateholder, shall be entitled to reasonably rely on a representation from the Majority Class X Certificateholder that it is the Majority Class X Certificateholder and is entitled under this Agreement to direct Countrywide to terminate the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Fund. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice Notice of Final Distribution to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In the event such notice Notice of Final Distribution is givengiven and the Person electing to terminate the Trust Fund is Countrywide (at the direction of the Majority Class X Certificateholder), the Master Majority Class X Certificateholder shall remit the applicable Termination Price in immediately available funds to Countrywide at least two Business Days prior to the applicable Distribution Date, and, upon receipt of such funds from the Majority Class X Certificateholder, Countrywide shall promptly deposit such funds in the applicable Collection Account. During the time such funds are held in such Collection Account, such funds shall be invested, at the direction of the Majority Class X Certificateholder, in Permitted Investments, and the Majority Class X Certificateholder shall be entitled to all income from such investments, and shall be responsible for, and shall reimburse Countrywide for all losses from such investments. The Majority Class X Certificateholder shall be obligated to reimburse Countrywide for its reasonable out-of-pocket expenses incurred in connection with its termination of the Trust Fund at the direction of the Majority Class X Certificateholder and shall indemnify and hold harmless Countrywide for any losses, liabilities or expenses resulting from any claims directly resulting from or relating to Countrywide's termination of the Trust Fund at the direction of the Majority Class X Certificateholder, except to the extent such losses, liabilities or expenses arise out of or result from Countrywide's negligence, bad faith or willful misconduct. In connection with any such termination of the Trust Fund, each Servicer shall cause all funds in its Collection Account, including the applicable Termination Price for the Mortgage Loans and REO Properties if such Servicer is electing to terminate the Trust Fund (individually or together with another Servicer), to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal Date. Upon such final deposit with respect to the final distribution in respect of Trust Fund and the Certificates. Upon certification to receipt by the Trustee by the Securities Administrator of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer Person electing to terminate the Mortgage Trust Fund, or its designee, the Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the amounts allocable to such Certificates held Servicers (including all unreimbursed Advances and any Servicing Fees accrued and unpaid as of the date the Termination Price is paid), the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final 168 distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall notify the Securities Administrator Depositor and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer EMC as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written direction.Trust

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinspecified in such notice. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.01, at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer Securities Administrator shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each the Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Securities Administrator shall deposit cause all funds in the Distribution Collection Account and the Servicing Administrator Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class and, if applicable, the Certificate Insurer the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 5.05 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall release such funds upon written directionhave any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Master Servicer Servicers under this Agreement and the M&T Servicing Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Securities Administrator Trustee shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator Trustee set forth herein. If the Master Servicer Terminator elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Terminator shall notify the Securities Administrator and the Trustee of the date the Master Servicer Terminator intends to terminate the Trust Fund. The Master Servicer Terminator shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerTerminator. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Terminator shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Custodian of a request for release therefor, the Custodian, on behalf of the making of such final depositTrustee, the Trustee shall promptly release or cause to be released to the Master Servicer Terminator, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator Trustee shall release such funds upon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Securities Administrator Trustee shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator Trustee set forth herein. If the Master Servicer Terminator elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Terminator shall notify the Securities Administrator and the Trustee of the date the Master Servicer Terminator intends to terminate the Trust Fund. The Master Servicer Terminator shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerTerminator. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Terminator shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Custodian of a request for release therefor, the Custodian, on behalf of the making of such final depositTrustee, the Trustee shall promptly release or cause to be released to the Master Servicer Terminator, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator Trustee shall release such funds upon written direction.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicers notify the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall promptly send a Notice of Final Distribution to the applicable Certificateholders. If an Auction Call is requested pursuant to Section 11.01, the Master Servicer, pursuant to the applicable Step 2 Assignment Agreements and by no later than the tenth (10th) day of the month of final distribution, shall notify the Trustee Trustee, each Servicer and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation Date and surrender of the related Certificates at the office applicable sale price of the Securities Administrator set forth hereinMortgage Loans and REO Properties. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than the fifteenth (15th) day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice Notice of Final Distribution to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In the event the Mortgage Loans (and REO Properties) and all rights and obligations under the Servicing Agreements are purchased or sold pursuant to Section 11.01 and pursuant to the applicable Step 2 Assignment Agreement, the Master Servicer on behalf of the Trustee is required thereunder to remit to the Securities Administrator the applicable Termination Price on the applicable Remittance Date immediately preceding the applicable final Distribution Date. Upon such notice is givenfinal deposit with respect to the Trust Fund and the receipt by the Securities Administrator and the Custodians of a request for release therefor in the form of Exhibit L-1, Exhibit L-2, Exhibit L-3, and Exhibit L-4, as applicable, the Master Servicer shall deposit in direct the Distribution Account on Custodians to release and the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee relevant Custodians shall promptly release or cause to be released to the Master Servicer or its designee the Mortgage Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor, the Master Servicer, the Securities Administrator, the Trustee and the Custodians hereunder), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.01, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates, the Certificate Balance thereof plus for each such Class entitled to interest, accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims). The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Certificate Rates and actual Class Principal Balances or notional principal balances set forth in the Preliminary Statement upon liquidation of the Trust Fund. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two one (21) years year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinspecified in such notice. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.01, at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer Securities Administrator shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each the Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Securities Administrator shall deposit cause all funds in the Distribution Collection Account and the Servicing Administrator Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 5.05 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall release such funds upon written directionhave any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, shall notify the Securities Administrator Depositor and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer Servicer, as applicable, intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer EMC as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written direction.Trust

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator Servicer determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator Servicer shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) direct the Securities Administrator determines that promptly to send a Class Notice of Certificates shall be retired after a final distribution on such ClassFinal Distribution to each Certificateholder, the Securities Administrator shall notify the Trustee NIM Insurer and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinSwap Provider. If the Master Servicer Majority Class X Certificateholder elects to terminate exercise its option to purchase the Trust Fund Mortgage Loans pursuant to clause (a) of Section 10.01, at least twenty (20) 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Master Servicer Securities Administrator, upon receipt of notice from the Majority Class X Certificateholder indicating its intent to exercise such purchase option, shall notify the Securities Administrator Depositor, the NIM Insurer and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator of (a) the date on behalf of which the Trust Fund on Majority Class X Certificateholder intends to exercise such purchase option and (b) the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Price. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not earlier than the 10th day and not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice Notice of Final Distribution to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In the event such notice Notice of Final Distribution is given, the Master Servicer shall cause all funds in the Collection Account to be remitted to the Securities Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Custodian of the making of such final deposita Request for Release therefor, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer Majority Class X Certificateholder or its designee the Mortgage Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the amounts allocable to such Certificates held Servicer, the Depositor, the Trustee, the Securities Administrator and the NIM Insurer hereunder), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticeNotice of Final Distribution, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the such second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer EMC elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to on or before the date Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, the Master Servicer EMC shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer that EMC intends to terminate the Trust Fund. The Master Servicer Fund and EMC shall remit provide the Termination Price to Depositor and the Securities Administrator on behalf Trustee with the applicable repurchase price of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination Mortgage Loans and REO Properties serviced and administered by the Master Servicer. Notice EMC shall remit the Mortgage Loan Repurchase Price to the Trustee on the Business Day immediately preceding the Distribution Date on which such Optional Termination by EMC will be effected. Provided that timely notice has been received, the Trustee shall give notice of any termination of the exercise of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter to mailed not earlier than the Certificateholders mailed 1st day and no later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice distribution and shall specify specify: (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release to EMC or cause to be released to the Master Servicer its designee the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class Class, based on the applicable Remittance Report for such Distribution Date, the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicers notify the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and promptly send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class Notice of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Final Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinapplicable Certificateholders. If the Depositor requests the Master Servicer elects to exercise its option to terminate the Trust Fund pursuant to clause (a) of Section 10.0111.01, at least twenty or the Master Servicer exercises its Back-Up Optional Call, in each case pursuant to clause (20b) days prior to of Section 11.01, by no later than the date notice is to be mailed to 10th day of the Certificateholdersmonth of the final distribution, the Master Servicer Servicer, pursuant to the applicable Step 2 Assignment Agreements, shall notify the Securities Administrator Trustee and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the final Distribution Date for such Optional Termination by and of the Master Servicerapplicable sale price of the Mortgage Loans and REO Properties. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice Notice of Final Distribution to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In the event the Mortgage Loans (and REO Properties) are sold pursuant to Section 11.01 and pursuant to the applicable Step 2 Assignment Agreement, the Trustee is required thereunder to remit to the Securities Administrator the applicable Termination Price on the applicable Remittance Date immediately preceding the applicable final Distribution Date. Upon such notice is givenfinal deposit with respect to the Trust Fund and the receipt by the Securities 108 Administrator and the Custodians of a Request for Release therefor, the Master Servicer shall deposit in direct the Distribution Account on Custodians to release and the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee relevant Custodians shall promptly release or cause to be released to the Master Servicer or its designee the Mortgage Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.01, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims). The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Pass-Through Rates and actual Class Certificate Balances or notional principal balances set forth in the Preliminary Statement upon liquidation of the Trust Fund. In the event that any affected Certificateholders Certificateholder shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator Trustee shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder and the NIMs Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinTrustee specified in such notice. If the Master Servicer Trustee or the NIMs Insurer elects to terminate the Trust Fund pursuant to Section 10.019.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer Trustee shall notify the Securities Administrator Depositor and the Trustee Servicer of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Distribution Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer Trustee or the NIMs Insurer, as applicable, the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and hereto. Upon payment to the Securities Administrator shall release Class R Certificateholders of such funds upon written directionand assets, the Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution AccountProtected Account of the Master Servicer, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Depositor, the Securities Administrator, the Trustee and the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Repurchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the applicable Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer or its designee the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to the Certificate Insurer and each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee Certificateholders (and the Certificateholders Certificate Insurer with respect to the Class II-A Certificates) within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator Depositor, the Certificate Insurer and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to Certificateholders and the Certificateholders Certificate Insurer mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the CertificatesCertificates and any Reimbursement Amounts due to the Certificate Insurer. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer EMC as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class and to the Certificate Insurer the amounts allocable to such Certificates and to the Certificate Insurer held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution any Collection Account, the Securities Administrator Master Servicer shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) direct the Securities Administrator determines that promptly to send a Class Notice of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee Final Distribution to each Certificateholder and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinSwap Counterparty. If the Master Servicer (upon instruction from the Depositor or voluntarily) elects to terminate exercise their option to purchase the Trust Fund Mortgage Loans pursuant to clause (a) of Section 10.0111.01, at least twenty (20) 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor, the Swap Counterparty and the Securities Administrator and the Trustee of (a) the date on which the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit exercise such purchase option and (b) the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerPrice. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not earlier than the 10th day and not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice Notice of Final Distribution to the Swap Counterparty and to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be remitted to the Master Servicer shall for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Custodian of the making of such final deposita Request for Release therefor, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer the Mortgage Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the amounts allocable to such Certificates held Servicer, the Master Servicer, the Securities Administrator, the Depositor, the Trustee and the Swap Counterparty hereunder), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticeNotice of Final Distribution, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the such second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinspecified in such notice. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee Notice of the date the Master Servicer intends to terminate any termination of the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to Certificateholders and the Certificateholders Trustee mailed no later than the fifteenth (15th) last calendar day of the month immediately preceding the month of such final distributiondistribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction). Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Securities Administrator shall deposit cause all funds in the Distribution Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Custodian of the making of such final deposita Request for Release therefor, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall release such funds upon written directionnot have any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer Company elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Company shall notify the Master Servicer, the Depositor, the Securities Administrator, the Trustee and the Securities Administrator and the Trustee of the date the Master Servicer Company intends to terminate the Trust Fund. The Master Servicer Company shall remit the Termination Mortgage Loan Repurchase Price to the Securities Administrator on behalf of the Trust Fund Master Servicer on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerCompany. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer Company or the related Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund a Group other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinCertificate Registrar. If the Master Servicer Depositor elects to terminate the Trust Fund a Group pursuant to Section 10.01, at least twenty (20) days prior to on or before the date Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, the Master Servicer Depositor shall notify the Securities Administrator Administrator, the Custodian, the Trustee, the Securities Administrator, the Paying Agent and the Trustee Master Servicer of the date that the Master Servicer Depositor intends to terminate the Trust FundGroup and the Depositor shall provide the EMC Servicer, the Securities Administrator, the Paying Agent, the Custodian, the Master Servicer and the Trustee with the applicable repurchase price of the Mortgage Loans and REO Properties 109 of such Group serviced and administered by the Master Servicer. The Master EMC Servicer shall remit the Termination Mortgage Loan Repurchase Price to the Securities Administrator on behalf of Paying Agent for deposit in the Trust Fund Distribution Account on the Business Day prior to immediately preceding the Distribution Date for on which such Optional Termination by the Master ServicerEMC Servicer will be effected. Notice Provided that timely notice has been received, the Securities Administrator shall give notice of the exercise any termination of the Cleanup Calla Group, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter to mailed not earlier than the Certificateholders mailed 1st day and no later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice distribution and shall specify specify: (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Paying Agent for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master EMC Servicer or its designee the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Paying Agent shall cause to be distributed to Certificateholders of each Class Class, based on the applicable Remittance Report for such Distribution Date, the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinAdministrator. If the Master Servicer Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Master Servicer Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer Majority Class C Certificateholder shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMajority Class C Certificateholder. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In Upon such final deposit with respect to the event such notice is givenTrust Fund and the receipt by the Custodian of a Request for Release therefor, the Master Servicer shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder and the NIMs Insurer or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinspecified in such notice. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee Notice of the date the Master Servicer intends to terminate any termination of the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) last calendar day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Distribution Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Servicer Remittance Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Trustee or the Custodian on its behalf of the making of such final deposita Request for Release therefor, the Trustee or the Custodian on its behalf shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall release such funds upon written directionhave any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinspecified in such notice. If the Master each Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.01, at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer Securities Administrator shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Securities Administrator shall deposit cause all funds in the Distribution Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 5.05 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall release such funds upon written directionhave any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master EMC Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to on or before the date Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, the Master EMC Servicer shall notify the Depositor, the Securities Administrator, the Custodian, the Trustee, the Securities Administrator and the Trustee Master Servicer of the date the Master Servicer that EMC intends to terminate the Trust FundFund and the Master Servicer shall provide the EMC Servicer, the Depositor, the Securities Administrator, the Custodian and the Trustee with the applicable repurchase price of the Mortgage Loans and REO Properties serviced and administered by the Master Servicer. The Master EMC Servicer shall remit the Termination Mortgage Loan Repurchase Price to the Securities Administrator on behalf of Trustee for deposit in the Trust Fund Distribution Account on the Business Day prior to immediately preceding the Distribution Date for on which such Optional Termination by the Master ServicerEMC Servicer will be effected. Notice Provided that timely notice has been received, the Securities Administrator shall give notice of any termination of the exercise of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter to mailed not earlier than the Certificateholders mailed 1st day and no later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice distribution and shall specify specify: (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master EMC Servicer or its designee the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class Class, based on the applicable Remittance Report for such Distribution Date, the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution any Collection Account, the Securities Administrator Master Servicer shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) direct the Securities Administrator determines that promptly to send a Class Notice of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee Final Distribution to each Certificateholder and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinSwap Counterparty. If the Master Servicer (upon instruction from the Depositor or voluntarily) elects to terminate exercise their option to purchase the Trust Fund Mortgage Loans pursuant to clause (a) of Section 10.0111.01, at least twenty (20) 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor, the Derivative Counterparty and the Securities Administrator and the Trustee of (a) the date on which the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit exercise such purchase option and (b) the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerPrice. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not earlier than the 10th day and not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice Notice of Final Distribution to the Swap Counterparty and to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In Upon the event such notice is givenfinal deposit with respect to the Trust Fund and the receipt by the Custodian of a Request for Release therefor, the Master Servicer shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer Servicers the Mortgage Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the Servicers under the Servicing Agreements and the Master Servicer, the Securities Administrator, the Depositor, the Trustee and the Swap Counterparty hereunder and payment of any amounts allocable due to such Certificates held the Supplemental Interest Trust as provided under Section 4.02), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written noticeNotice of Final Distribution, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the such second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) each of the Securities Administrator determines based on the reports delivered by the EMC Master Servicer under this Agreement and the Wells Master Servicer determines, with respect to the Mortga▇▇ ▇▇ans for which it is acting as Master Servicer, that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution AccountMaster Servicer Collection Account and the Protected Account of the EMC Master Servicer, respectively, each Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the EMC Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to on or before the date Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, the EMC Master Servicer shall notify the Depositor, the Securities Administrator, the Custodian, the Trustee, the Securities Administrator and the Trustee Wells Master Servicer of the date the EMC Master Servicer intends in▇▇▇▇▇ to terminate the Trust FundFund and the Wells Master Servicer shall provide the EMC Master Servicer (▇▇ ▇he case of Mortgage Loans and REO Properties as to which the Wells Master Servicer is acting as Master Servicer), the Dep▇▇▇▇▇r, the Securities Administrator, the Custodian and the Trustee with the applicable repurchase price of the Mortgage Loans and REO Properties serviced and administered by the Wells Master Servicer. The EMC Master Servicer shall remit the Termination t▇▇ ▇▇rtgage Loan Repurchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to immediately preceding the Distribution Date for on which such Optional Termination by the EMC Master ServicerServicer will be effected. Notice Provided that timely notice has been received, the Securities Administrator shall give notice of any termination of the exercise of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter to mailed not earlier than the Certificateholders mailed 1st day and no later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice distribution and shall specify specify: (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Wells Master Servicer and the EMC Master Servicer shall caus▇ ▇▇▇ funds in the Master Servicer Collection Account and the applicable Protected Account, respectively, to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the EMC Master Servicer or its designee the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and any documents necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Majority Class C Certificateholder shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer Majority Class C Certificateholder shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMajority Class C Certificateholder. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In Upon such final deposit with respect to the event such notice is givenTrust Fund and the receipt by the Custodian of a Request for Release therefor, the Master Servicer shall deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee Custodian shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall notify the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinspecified in the final distribution notice to Certificateholders. If the Master Servicer Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 10.0111.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and Administrator, the Trustee of the date the Master Servicer Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMajority Class C Certificateholder. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be remitted to the Securities Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer Servicer, as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Master Servicer Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerAdministrator. Notice of the exercise any termination of the Cleanup CallIssuing Entity, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) last calendar day of the month immediately preceding the month of such final distributiondistribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction). Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall deposit cause all funds in the Master Servicer Collection Account to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification receipt of written notice of such final deposit with respect to the Trustee Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator of the making of such final deposit, the Trustee shall promptly release or cause to be released to the Master Servicer Servicer, as applicable, the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 6.01 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above above-mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust FundIssuing Entity. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class A-R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund Issuing Entity that remain subject hereto hereto. Upon payment to the Class A-R Certificateholders of such funds and assets, the Securities Administrator shall release such funds upon written directionhave no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution AccountCertificate Account related to such Loan Group, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee and the related Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer Terminator elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01 hereof, at least twenty (20) 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer such electing party shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf and of the Trust Fund on applicable repurchase price of the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicerrelated Mortgage Loans and REO Properties. Notice of the exercise of the Cleanup Callany termination, specifying the Distribution Date on which the related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the related Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the related Certificates will be made upon presentation and surrender of the such Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the such Certificates at the office therein specified. The Securities Administrator Terminator will give such notice to each Rating Agency at the time such notice is given to the affected Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to such final deposit and the receipt by the Trustee by the Securities Administrator of the making of such final deposita Request for File Release therefor, the Co-Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each affected Class the amounts allocable to such Certificates held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. Notwithstanding the reduction of the Certificate Principal Balance of any Class of Certificates to zero, such Class will be outstanding hereunder (solely for the purpose of receiving distributions (if any) to which it may be entitled pursuant to the terms of this Agreement and not for any other purpose) until the termination of the respective obligations and responsibilities of the Depositor, each Seller, the Master Servicer and the Trustee hereunder in accordance with Article IX. In the event that any affected Certificateholders shall not surrender related Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their related Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected related Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders Class A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement determines that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Protected Account, the Securities Administrator Master Servicer shall notify direct the Trustee and to send a final distribution notice promptly to the Certificate Insurer and each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Trustee Certificateholders (and the Certificateholders Certificate Insurer with respect to the Class II-A Certificates) within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office Corporate Trust Office of the Securities Administrator set forth hereinTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator Depositor, the Certificate Insurer and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Mortgage Loan Purchase Price to the Securities Administrator on behalf of the Trust Fund Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise any termination of the Cleanup CallTrust Fund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to Certificateholders and the Certificateholders Certificate Insurer mailed no not later than two Business Days after the fifteenth (15th) day of Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Protected Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the CertificatesCertificates and any Reimbursement Amounts due to the Certificate Insurer. Upon certification such final deposit with respect to the Trustee Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee or the Custodian shall promptly release or cause to be released to the Master Servicer EMC as applicable the Mortgage Files for the remaining Mortgage Loans, Loans and the Trustee shall execute all assignments, endorsements and other instruments deliver any documents prepared and delivered to it and which are necessary to effectuate such transfertransfer any REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class and to the Certificate Insurer the amounts allocable to such Certificates and to the Certificate Insurer held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered 134 for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Securities Administrator determines based on Servicer notifies the reports delivered by the Master Servicer under this Agreement Trustee that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Custodial Account, the Securities Administrator Trustee shall notify the Trustee and promptly send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class Notice of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Final Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinapplicable Certificateholders. If the Master Depositor exercises its option to request that the Servicer elects to terminate the Trust Fund pursuant to Section 10.019.01, at least twenty (20) days prior the Servicer, pursuant to the date notice is to be mailed to Step 2 Assignment Agreements and by no later than the Certificateholderstenth (10th) day of the month of final distribution, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf final Distribution Date and of the Trust Fund on applicable sale price of the Business Day prior to the Distribution Date for such Optional Termination by the Master ServicerMortgage Loans and REO Properties. A Notice of the exercise of the Cleanup CallFinal Distribution, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed no not later than the fifteenth (15th) 15th day of the month of such final distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator Trustee will give such notice Notice of Final Distribution to each Rating Agency at the time such notice Notice of Final Distribution is given to the Certificateholders. In the event such notice is giventhe Mortgage Loans (and REO Properties) and all rights and obligations under the Servicing Agreement are sold pursuant to Section 9.01 and pursuant to the Step 2 Assignment Agreements, the Master Servicer shall deposit in the Distribution Account on the Business Day prior is required thereunder to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification remit to the Trustee the applicable Termination Price on the applicable Remittance Date immediately preceding the applicable final Distribution Date. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee and the Custodian of a request for release therefor in the making form of such final depositExhibit L hereto, as applicable, the Trustee shall direct the Custodian to release and the Custodian shall promptly release or cause to be released to the Master Servicer Trustee or its designee the Mortgage Custodial Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor, the Trustee and the Custodian hereunder), in the Distribution Account in the order and priority set forth in Section 5.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.01, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims). The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Pass-Through Rates and actual Class Certificate Balances or notional principal balances set forth in the Preliminary Statement upon liquidation of the Trust Fund. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that which remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that which remain subject hereto and the Securities Administrator shall release such funds upon written directionhereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth herein. If the Master Servicer or Ocwen Loan Servicing, LLC (each, a “Terminator”) elects to terminate the Trust Fund pursuant to Section 10.01, at least twenty (20) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer related Terminator shall notify the Securities Administrator and the Trustee of the date the Master Servicer related Terminator intends to terminate the Trust Fund. The Master Servicer related Terminator shall remit the related Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicerrelated Terminator. Notice of the exercise of the Cleanup Call or Backup Cleanup Call, as applicable, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the fifteenth (15th) day of the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the related Terminator shall remit to the Master Servicer shall to, deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon certification to the Trustee by the Securities Administrator of the making of such final deposit, the Trustee shall promptly release or cause to be released to the Master Servicer applicable Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto and the Securities Administrator shall release such funds upon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans, Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Collection Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders -116- within five seven (57) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the related Certificates at the office of the Securities Administrator set forth hereinspecified in such notice. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.019.01, at least twenty (20) 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer Securities Administrator shall notify the Securities Administrator Depositor and the Trustee of the date the Master Servicer such electing party intends to terminate the Trust FundFund and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Master Servicer shall remit the Termination Price to the Securities Administrator on behalf Notice of any termination of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of the exercise of the Cleanup CallFund, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and no later than the fifteenth (15th) 15th day of the month immediately preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made made, and (dc) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Securities Administrator shall deposit cause all funds in the Distribution Collection Account to be deposited in the Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Trustee of the making of such final deposita Request for Release therefor, the Trustee shall promptly release or cause to be released to the Master Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 5.04 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within two (2) years one year after the second notice all affected Certificates shall not have been surrendered for cancellation, the related Residual Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall release such funds upon written directionhave any further duties or obligations with respect thereto.