Common use of Final Distribution on the Certificates Clause in Contracts

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) Business Days as soon as practicable 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than as soon as practicable after a determination is made pursuant to the 10th day and preceding paragraph (or with respect to an Auction, mailed no later than the 15th day of the month immediately preceding the month one Business Day following completion of such final distributionAuction). Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause remit all funds in the Collection Account to be deposited the Trustee for deposit in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or shall not have any Paying Agent shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO PropertiesTrustee. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee or the NIMs Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts and Certificate Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer Terminating Entity elects to terminate the Trust Fund or the Auction Purchaser purchases the Mortgage Loans pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Terminating Entity or the Auction Purchaser, as applicable, shall notify any other Servicer, the Depositor, any Paying Agent Rating Agencies and the Trustee of the date such electing party it intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th 25th day of the month immediately next 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 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 (cd) 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 Servicer will Trustee shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall 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 On the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release thereforDistribution Date, the Trustee shall promptly release cause to be distributed to the Servicer the Mortgage Files for the Mortgage Loans. Upon Certificateholders of each Class, upon presentation and surrender of the Certificates, and to the Trustee or any Paying Agent shall cause to be distributed to Certificateholders of each Class and the amounts allocable to such Certificates held Credit Risk Manager distributions and payments in accordance with Section 4.02. Notwithstanding the Distribution Account in the order and priority set forth in Section 4.04 hereof on foregoing, if the final Distribution Date and has occurred as a result of a Terminating Entity’s purchase of the Trust Fund pursuant to Section 9.01(A), all amounts, if any, in proportion excess of the Par Value shall be distributed by the Trustee directly to their respective Percentage Intereststhe Class X Certificates. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take reasonable and appropriate steps, or may appoint an agent to take reasonable and appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R and Class R-II 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 which remain subject hereto. Upon payment hereto and the Trustee shall be discharged from all further liability with respect to the Class R Certificateholders of such funds Certificates and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect theretothis Agreement.

Final Distribution on the Certificates. If on any Determination Date, (i) the NIM Insurer or the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, NIM Insurer or the Servicer or Paying Agent shall direct the Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the NIM Insurer or the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 twenty (20) days prior to before the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent Depositor and the Trustee of the date such electing party the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders Certificateholders, mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next 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 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 (cd) that the Record Date otherwise applicable to such the Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In If the event such notice is given, the Servicer shall cause all funds in the Collection Certificate Account to be deposited remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to before 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held Class, in the Distribution Account in the order and priority set forth in Section 4.04 hereof each case on the final Distribution Date and in the order stated in Section 4.02, 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 Regular Certificates (except the Class C Certificate), its Certificate Balance plus for each such Class accrued interest thereon in the case of an interest-bearing Certificate and (ii) as to the Residual Certificates, any amount remaining on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In By acceptance of the event Residual Certificates, the holders of the Residual Certificates agree, in connection with any termination hereunder, that their rights to receive any amounts pursuant to clause (ii) in the immediately preceding sentence hereby are assigned and transferred and, to the extent received in respect of such termination, to pay any such amounts to the holders of the Class C Certificates. If any affected Certificateholders shall Certificateholder does not surrender its Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining 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 Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Residual 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) Business Days as soon as practicable 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice the NIMs Insurer and to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause remit all funds in the Collection Account to be deposited the Trustee for deposit in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or shall not have any Paying Agent shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and 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 Date, (i) the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trustee to send a final distribution notice promptly to each related Certificateholder and the Certificate Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the related Certificateholders and the Certificate Insurer within seven five (75) 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 Paying AgentTrustee. If the Servicer Terminator elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer such electing party shall notify the Depositor, any Paying Agent the Certificate Insurer and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the related Mortgage Loans and REO Properties. Notice of any termination of the Trust Fundtermination, specifying the Distribution Date on which related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to related 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. 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 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 (cd) 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 Servicer 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 Collection Certificate Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for File Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to Certificateholders of each affected Class and the Certificate Insurer the amounts allocable to such Certificates and the Certificate Insurer held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their related Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Certificate Insurer, with respect to any unpaid Certificate Insurance Reimbursement Amounts, and then the Class A-R Certificateholders Certificates 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 Trustee of a Request for Release therefor, the Trustee (or its custodian) shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO PropertiesTrustee. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the NIMs Insurer and each Rating Agency rating the Certificates at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee or the NIMs Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts and Certificate Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer Optional Termination Holder above elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01 or the Auction Purchaser purchases the Trust Collateral pursuant to Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Certificateholders such Person shall notify the Depositor, any Paying Agent Servicers and the Trustee of the date such electing party the Optional Termination Holder or the Auction Purchaser intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may shall surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next 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 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 (cd) 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 Servicer will Trustee shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) Business Days as soon as practicable 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause remit all funds in the Collection Account to be deposited the Trustee for deposit in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or shall not have any Paying Agent shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the NIMS Insurer or the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, NIMS Insurer or the Servicer or Paying Agent shall direct the Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the NIMS Insurer or the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 ten (10) days prior to before the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent Depositor and the Trustee of the date such electing party the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders Certificateholders, mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next 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 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 (cd) that the Record Date otherwise applicable to such the Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In If the event such notice is given, the Servicer shall cause all funds in the Collection Certificate Account to be deposited remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to before 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held Class, in the Distribution Account in the order and priority set forth in Section 4.04 hereof each case on the final Distribution Date and in the order stated in Section 4.02, 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 Regular Certificates (except the Class C Certificate), its Certificate Balance plus for each such Class accrued interest thereon in the case of an interest-bearing Certificate and (ii) as to the Residual Certificates, any amount remaining on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In By acceptance of the event Residual Certificates, the holders of the Residual Certificates agree, in connection with any termination hereunder, that their rights to receive any amounts pursuant to clause (ii) in the immediately preceding sentence hereby are assigned and transferred and, to the extent received in respect of such termination, to pay any such amounts to the holders of the Class C Certificates. If any affected Certificateholders shall Certificateholder does not surrender its Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining 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 Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Residual 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent the Insurer and the Trustee of the date such electing party the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next 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 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 (cd) 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 Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Certificate Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Class, in the order and priority set forth in Section 4.04 hereof 4.02 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 Class A Certificates, the Certificate Balance thereof plus accrued interest thereon, and (ii) as to the Class R 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder. If the Majority Class X Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Depositor shall notify the DepositorServicer, any Paying Agent the Trustee and the Trustee Class A Certificate Insurer of the date such electing party the Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Servicer, the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 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 4.02, (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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicer determines notifies the Trustee that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class Notice of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agentapplicable Certificateholders. If the Servicer Majority Class X Certificateholder elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Majority Class X Certificateholder shall notify the Depositor, any Paying Agent Servicer and the Trustee of the date such electing party the Majority Class X Certificateholder intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th 20th day of the month immediately preceding 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Majority Class X Certificateholder or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto.. 151

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer Trustee shall cause all funds in the Collection Account to be deposited in the Distribution Certificate Account on the Business Day Servicer Remittance Date 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 and the receipt by the Trustee of a Request for Release thereforFund, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or shall not have any Paying Agent shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent the Insurer and the Trustee of the date such electing party the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next 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 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 (cd) 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 Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Certificate Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Class, in the order and priority set forth in Section 4.04 hereof 4.02 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 the Offered Certificates, the Class Certificate Balance of each Class thereof plus accrued interest thereon and (ii) as to the Class R 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent the Insurer and the Trustee of the date such electing party the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next 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 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 (cd) 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 Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Certificate Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Class, in the order and priority set forth in Section 4.04 hereof 4.02 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 the Class A Certificates, the Class Certificate Balance of each Class thereof plus accrued interest thereon, (ii) as to the Class A-IO Certificates, accrued interest thereon, and (iii) as to the Class R 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer or the NIMs Insurer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent the NIMs Insurer and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee or the NIMs Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) Business Days as soon as practicable 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than as soon as practicable after a determination is made pursuant to the 10th day and preceding paragraph (or with respect to an Optional Termination, mailed no later than the 15th day of the month immediately preceding the month one Business Day following completion of such final distributionOptional Termination). Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause remit all funds in the Collection Account to be deposited the Trustee for deposit in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 Trustee or any Paying Agent shall give a second written notice to the remaining 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 Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one (1) year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or shall not have any Paying Agent shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer Securities Administrator determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund relating to the Mortgage Loans other than the funds in the Master Servicer Collection Account, the Trustee, the Servicer or Paying Agent Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee Securities Administrator shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO PropertiesSecurities Administrator. Notice of any partial termination of the Trust FundIssuing Entity, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Securities Administrator will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall 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 receipt of written notice of such final deposit with respect to the Trust Fund Issuing Entity and the receipt by the Trustee Trustee, or its Custodian, of a Request for Release therefor, the Trustee Trustee, or its Custodian, shall promptly release to the Servicer Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 4.04 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 months after the date specified in the above above-mentioned written notice, the Trustee or any Paying Agent Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class A-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 Issuing Entity that remain subject hereto. Upon payment to the Class A-R Certificateholders of such funds and assets, the Trustee or any Paying Agent Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts and Certificate Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer Terminating Entity above elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01 or the Auction Purchaser purchases the Trust Collateral pursuant to Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, Certificateholders (the Servicer “Optional Termination Notice Date”) such Person shall notify the Depositor, any Paying Agent Servicers and the Trustee of the date such electing party the Terminating Entity or the Auction Purchaser intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may shall surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th 10th 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 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 (cd) 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 Servicer will Trustee shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. In Any purchase by the event such notice is given, Terminating Entity pursuant to Section 9.01(a) shall be made on an Optional Termination Date by deposit of the Servicer shall cause all funds in applicable purchase price into the Collection Certificate Account to be deposited in before the Distribution Account Date on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificateswhich such purchase is effected. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release thereforan Officer’s Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment delivered to it by the Terminating Entity, in each case without recourse, as shall promptly release be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Servicer Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Files for Loans which have been subject to an Optional Termination received by the Trustee subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. Any purchase of the Trust Collateral by the Auction Purchaser shall be made on an Auction Date by receipt of the Trustee of the Mortgage LoansLoan Auction Price from the Auction Purchaser, and deposit of such Mortgage Loan Auction Price into the Certificate Account by the Trustee before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee shall, upon request and at the expense of the Auction Purchaser execute and deliver all such instruments of transfer or assignment delivered to it by the Terminating Entity, in each case without recourse, as shall be reasonably requested by the Auction Purchaser to vest title in the Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Auction Purchaser the purchased Trust Collateral. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause the final distribution to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 4.04 hereof on the final Distribution Date and to be made in proportion accordance with the priorities of Section 4.02. On the final Distribution Date, the Overcollateralization Amount shall be distributed to their respective Percentage Intereststhe Class X-1 Certificates in accordance with Section 4.02(b)(iv)O. hereof. Notwithstanding the foregoing, if the final Distribution Date has occurred as a result of the Terminating Entity’s purchase of the Trust Fund pursuant to Section 9.01(a) or the purchase of the Trust Collateral by the Auction Purchaser pursuant to Section 9.01(c), all amounts, if any, in excess of the Par Value shall be distributed by the Trustee directly to the Class A-RL Certificateholders. All amounts described in the definition of “Par Value” payable to the Trustee shall be paid to the Trustee from the proceeds of an optional termination or from the Mortgage Loan Purchase Price received in connection with a successful auction, as applicable, prior to any distributions to Certificateholders. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class A-R Certificateholders and Class A-RL 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 which remain subject hereto. Upon payment hereto and the Trustee shall be discharged from all further liability with respect to the Class R Certificateholders of such funds Certificates and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect theretothis Agreement.

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Master Servicer Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO PropertiesTrustee. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee or the NIMs Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts and Certificate Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer Terminating Entity above elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01 or the Auction Purchaser purchases the Trust Collateral pursuant to Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, Certificateholders (the Servicer "Optional Termination Notice Date") such Person shall notify the Depositor, any Paying Agent Servicers and the Trustee of the date such electing party the Terminating Entity or the Auction Purchaser intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may shall surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th 10th 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 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 (cd) 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 Servicer will Trustee shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. In Any purchase by the event such notice is given, Terminating Entity pursuant to Section 9.01(a) shall be made on an Optional Termination Date by deposit of the Servicer shall cause all funds in applicable purchase price into the Collection Certificate Account to be deposited in before the Distribution Account Date on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificateswhich such purchase is effected. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release thereforan Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment delivered to it by the Terminating Entity, in each case without recourse, as shall promptly release be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Servicer Terminating Entity the Mortgage Files for the purchased Mortgage Loans. Upon presentation and surrender Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trustee subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. Any purchase of the CertificatesTrust Collateral by the Auction Purchaser shall be made on an Auction Date by receipt of the Trustee of the Mortgage Loan Auction Price from the Auction Purchaser, and deposit of such Mortgage Loan Auction Price into the Certificate Account by the Trustee before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee shall, upon request and at the expense of the Auction Purchaser execute and deliver all such instruments of transfer or any Paying Agent assignment delivered to it by the Terminating Entity, in each case without recourse, as shall cause be reasonably requested by the Auction Purchaser to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held vest title in the Distribution Account Auction Purchaser in the order Trust Collateral so purchased and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee transfer or any Paying Agent shall give a second written notice deliver to the remaining Certificateholders to surrender their Certificates for cancellation and receive Auction Purchaser the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 purchased Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect theretoCollateral.

Final Distribution on the Certificates. (i) If on any Determination Date, (i) the Master Servicer determines that there are no related Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Master Servicer Collection Account, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trustee to send a final distribution notice promptly to each related Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the related Certificateholders within seven five (75) 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 Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause Trustee. (aii) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than two Business Days after the 15th day of the month immediately preceding 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 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 (cd) 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 Servicer Securities Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. . (iii) In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be deposited remitted to the Trustee 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee Custodian of a Request for Release therefor, the Trustee Custodian shall promptly release to the Servicer Master Servicer, as applicable the Mortgage Files for the Mortgage Loans. Loans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any REO Property. (iv) Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class R related Residual 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts and Certificate Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer Optional Termination Holder above elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01 or the Auction Purchaser purchases the Trust Collateral pursuant to Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Certificateholders such Person shall notify the Depositor, any Paying Agent Servicer and the Trustee of the date such electing party the Optional Termination Holder or the Auction Purchaser intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may shall surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next 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 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 (cd) 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 Servicer will Trustee shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer or the Class X Certificateholder elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Certificateholders such electing party shall notify the Depositor, any Paying Agent Depositor and the Trustee of the date such electing party final Distribution Date the Servicer or the Class X Certificateholder intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next preceding 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trust Administrator promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Master Servicer elects to terminate the Trust Fund exercise its termination rights pursuant to clause (a) of Section 9.0110.01, at least 10 days prior to by no later than the date notice is to be mailed to 10th day of the affected Certificateholdersmonth of the expected final distribution, the Master Servicer shall notify the Depositor, any Paying Agent Depositor and the Trustee Trust Administrator of the date such electing party Distribution Date the Master Servicer intends to terminate the Trust Fund Fund; provided, however, if the Trust Administrator and the Master Servicer are not the same Person, then such notice shall occur by no later than the 7th day of the applicable repurchase price month of the Mortgage Loans and REO Propertiesexpected final distribution. Notice of any termination of the Trust Fund, or of the exercise of the Master Servicer’s termination rights, specifying the Distribution Date on which related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent Trust Administrator by letter to related Certificateholders mailed not earlier later than the 10th day and no later than the 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 such Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the related Certificates at the office therein specified. The Servicer Trust Administrator will give such notice to each Rating Agency at the time such notice is given to related Certificateholders. In connection with any such termination of the event such notice is givenTrust Fund, the Master Servicer shall cause all funds in the Collection Account Account, including the Clean-up Call Mortgage Loan Price and Clean-up Call REO Property Price for the Mortgage Loans and REO Properties, respectively, to be deposited remitted to the Trust Administrator for deposit in the Distribution Account on no later than the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the CertificatesDate. Upon such final deposit by the Master Servicer with respect to the Trust Fund and the receipt by the Trustee Trust Administrator of a Request for Release therefortherefore, the Trustee Trust Administrator shall promptly release to the Servicer Master Servicer, or its designee, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the related Certificates, the Trustee or any Paying Agent Trust Administrator shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account related Class, in the order and priority set forth in Section 4.04 hereof 4.02 hereof, on the final Distribution Date and Date, 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 Regular Certificates, the Certificate Principal Balance thereof plus (a) accrued interest thereon (or on their Notional Amount, if applicable) in the case of an interest bearing Certificate and (b) any applicable PO Deferred Amounts in the case of the Class PO Certificates, 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 months after the date specified in the above above-mentioned written notice, the Trustee or any Paying Agent Trust Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent Trust Administrator may take appropriate reasonable steps, or may appoint an agent to take appropriate reasonable steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, Master REMIC which remain subject hereto and the Class R A-LR and Class A-UR Certificateholders as the beneficial owner of the residual interest issued by the REMICs created under this Agreement 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 each related REMIC created under this Agreement, which remain subject hereto. Upon payment , and Certificateholders who have not surrendered Certificates shall look only to the such Class R A-LR and Class A-UR Certificateholders of with respect to any such unclaimed funds and other 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 Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to Notice of Final Distribution each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer or the Class X Certificateholder elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Certificateholders such electing party shall notify the Depositor, any Paying Agent Depositor and the Trustee of the date such electing party the Servicer or the Class X Certificateholder intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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 107 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held Class, in the Distribution Account in the order and priority set forth in Section 4.04 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 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 (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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. 139 Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts and Certificate Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Terminating Entity above elects to direct the Majority Servicer elects to terminate the Trust Fund on behalf of the Terminating Entity pursuant to clause (a) of Section 9.019.01(a), at least 10 20 days prior to the date notice is to be mailed to first day of the affected Certificateholders, the Servicer Optional Termination Notice Period such Person shall notify the Depositor, any Paying Agent Servicer and the Trustee of the date such electing party the Majority Servicer, on behalf of the Terminating Entity, intends to terminate the Trust Fund and of the applicable repurchase purchase price of the Mortgage Loans and REO Properties. In connection with any Optional Termination, four Business Days prior to the final Distribution Date specified in the notice required pursuant to Section 9.02, the Trustee shall, no later than 4:00 pm New York City time on such day, request in writing (in accordance with the applicable provision in the Swap Agreement) and by phone from the Counterparty the amount of the Estimated Swap Termination Payment. The Counterparty shall, no later than 2:00 pm on the following Business Day, notify in writing (which may be done in electronic format) the Trustee of the amount of the Estimated Swap Termination Payment; the Trustee shall promptly on the same day notify the Terminating Entity of the amount of the Estimated Swap Termination Payment. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may shall surrender their Certificates for payment of the final distribution and cancellationcancellation (whether upon Optional Termination or otherwise), shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th 10th day of the month immediately preceding the month applicable Optional Termination Date or date of such final distribution, as the case may be (such period, the “Optional Termination Notice Period”). Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of 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 (cd) 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 Servicer will Trustee shall give such notice to each Rating Agency and the Servicer at the time such notice is given to Certificateholders. In Any purchase by the event Majority Servicer on behalf of the Terminating Entity pursuant to Section 9.01(a) shall be made on an Optional Termination Date in accordance with the following procedures. Two Business Days prior to the final Distribution Date specified in the notice required pursuant to this Section 9.02, (i) the Terminating Entity shall, no later than 1:00 pm New York City time on such notice is givenday, the Servicer shall cause all deposit funds in the Collection 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 sum of the Certificates. Upon such final deposit with respect to Par Value (other than the Swap Optional Termination Payment) and the Estimated Swap Termination Payment, and (ii) if the Trustee shall have determined that the aggregate Stated Principal Balance of all of the Mortgage Loans in the Trust Fund and the appraised value of the REO Properties as of the related Determination Date is less than 10% of the Aggregate Collateral Balance as of the Cut-off Date and that all other requirements of the Optional Termination have been met, including without limitation, the deposit required pursuant to the second paragraph of this Section 9.02 as well as the requirements specified in Section 9.03, then the Trustee shall, on the same Business Day, provide written notice to the Terminating Entity, the Depositor, the Servicer and the Counterparty (in accordance with the applicable provision of the Swap Agreement) confirming (a) its receipt of the Par Value (other than the Swap Optional Termination Payment) and the Estimated Swap Termination Payment and (b) that all other requirements of the Optional Termination have been met. Upon the Trustee’s providing the notice described in the preceding sentence, the Optional Termination shall become irrevocable, the notice to Certificateholders of such Optional Termination provided pursuant to the preceding paragraph of this Section 9.02 shall become unrescindable, the Counterparty shall determine the Swap Optional Termination Payment in accordance with the Swap Agreement, and the Counterparty shall provide to the Trustee written notice of the amount of the Swap Optional Termination Payment not later than one Business Day prior to the final Distribution Date specified in the notice required pursuant to this Section 9.02. Upon receipt by the Trustee of a Request for Release thereforan Officer’s Certificate of the Terminating Entity certifying as to the deposit of such amounts into the Certificate Account, the Trustee shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment delivered to it by the Terminating Entity, in each case without recourse, as shall promptly release be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Servicer Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Files Loans which have been subject to an Optional Termination received by the Trustee subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. The Terminating Entity shall reimburse the Majority Servicer for its reasonable out-of-pocket expenses incurred in connection with its termination of the Mortgage LoansTrust Fund on behalf of the Terminating Entity and shall indemnify and hold harmless the Majority Servicer for any losses, liabilities or expenses resulting from any claims relating to the Majority Servicer's termination of the Trust Fund on behalf of the Terminating Entity. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause the final distribution to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 4.04 hereof on the final Distribution Date to be made in accordance with the priorities of Section 4.02. In connection with any Optional Termination, only an amount equal to the Par Value less any Swap Optional Termination Payment shall be made available for distribution to the Regular Certificates. Any Estimated Swap Termination Payment deposited into the Certificate Account by the Terminating Entity shall be withdrawn by the Trustee from the Certificate Account on the related final Distribution Date and distributed as follows: (i) to the Supplemental Interest Trust for payment to the Counterparty in proportion accordance with Section 4.11(c), an amount equal to their respective Percentage Intereststhe Swap Optional Termination Amount calculated pursuant to the Swap Agreement, provided that in no event shall the amount distributed to the Counterparty in respect of the Swap Optional Termination Amount exceed the Estimated Swap Termination Payment, and (ii) to the Terminating Entity an amount equal to the excess, if any, of the Estimated Swap Termination Payment over the Swap Optional Termination Payment. The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC. On the final Distribution Date, the Overcollateralization Amount shall be distributed to the Class X-1 Certificates in accordance with Section 4.02(b)(iv)Y. hereof. All amounts described in the definition of “Par Value” payable to the Trustee shall be paid to the Trustee from the proceeds of an optional termination prior to any distributions to Certificateholders. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class A-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 which remain subject hereto. Upon payment hereto and the Trustee shall be discharged from all further liability with respect to the Class R Certificateholders of such funds Certificates and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect theretothis Agreement.

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to Notice of Final Distribution each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer or the Class X Certificateholder elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Certificateholders such electing party shall notify the Depositor, any Paying Agent Depositor and the Trustee of the date such electing party the Servicer or the Class X Certificateholder intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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 115 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held Class, in the Distribution Account in the order and priority set forth in Section 4.04 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 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 (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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trust Administrator promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Depositor shall notify the DepositorFremont 2006-E Pooling & Servicing Agreement Servicer, any Paying Agent the Master Servicer, the Trustee and the Trustee Trust Administrator of the date such electing party the Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent Trust Administrator 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. 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 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 (cd) 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 Servicer Trust 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited remitted to the Trust 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee or the Trust Administrator of a Request for Release therefor, the Trustee or the Trust Administrator shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent Trust 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 Master Servicer, the Swap Administrator, the Trust Administrator and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 Offered Certificates and Class P Certificates, the Certificate Principal Balance thereof plus for each such Class and the Class C 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 with respect to the related REMIC (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 months after the date specified in the above above-mentioned written notice, the Trustee or any Paying Agent Trust Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates Fremont 2006-E Pooling & Servicing Agreement shall not have been surrendered for cancellation, the Class R Certificateholders Holders of the Residual Certificates with respect to their related REMIC 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) a Servicer notifies the Servicer determines Trustee that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class Notice of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agentapplicable Certificateholders. If the Servicer Class A-1 Certificate Insurer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Depositor shall notify the Depositorapplicable Servicer, any Paying Agent the Trustee and the Trustee Class A-1 Certificate Insurer of the date such electing party the Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th 20th day of the month immediately preceding 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the applicable Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trust Administrator promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Depositor shall notify the DepositorFremont 2006-C Pooling & Servicing Agreement Servicer, any Paying Agent the Master Servicer, the Trustee and the Trustee Trust Administrator of the date such electing party the Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent Trust Administrator 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. 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 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 (cd) 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 Servicer Trust 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited remitted to the Trust 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee or the Trust Administrator of a Request for Release therefor, the Trustee or the Trust Administrator shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent Trust 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 Master Servicer, the Swap Administrator, the Trust Administrator and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 C Certificates), the Certificate Principal Balance thereof plus for each such Class and the Class C 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 with respect to the related REMIC (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 months after the date specified in the above above-mentioned written notice, the Trustee or any Paying Agent Trust Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates Fremont 2006-C Pooling & Servicing Agreement shall not have been surrendered for cancellation, the Class R Certificateholders Holders of the Residual Certificates with respect to their related REMIC 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) Date the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to no later than the date notice is to be mailed to 15th 100 day of the affected Certificateholders, month preceding the month of the final Distribution Date the Servicer shall notify the Depositor, any Paying Agent Depositor and the Trustee of the date such electing party the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, Fund specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, cancellation shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th last day of the month immediately next 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 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 (cd) that the Record Date otherwise applicable to such the Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such If this notice is given, the Servicer shall cause all funds in the Collection Certificate Account to be deposited remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to before 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held Class, in the Distribution Account in the order and priority set forth in Section 4.04 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 equal to (i) as to each Class of Regular Certificates, its Certificate Balance plus for each such Class accrued interest thereon (or on their Notional Amount, if applicable) in the case of an interest-bearing Certificate and (ii) as to the Residual Certificates, any amount remaining on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In Notwithstanding the event that reduction of the Certificate Balance of any Class of Certificates to zero, such Class will be outstanding hereunder solely for the purpose of receiving distributions and for no other purpose until the termination of the respective obligations and responsibilities of the Depositor, the Servicer and the Trustee hereunder in accordance with Article Nine. 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 Amounts set forth in the Preliminary Statement upon liquidation of the Trust Fund. If any affected Certificateholders shall Certificateholder does not surrender its Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, then the Class A-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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto.. 136

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 138 respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and 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 Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer or the Class A-1 Certificate Insurer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Depositor shall notify the DepositorServicer, any Paying Agent the Trustee and the Trustee Class A-1 Certificate Insurer of the date such electing party the Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th 20th day of the month immediately preceding 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Servicer, the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 Certificate), the Certificate Balance thereof or Class N Notional Amount with respect to the Class N Certificates 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 4.02, (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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders 128 Certificateholder of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto.Trust

Final Distribution on the Certificates. If on any Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution Certificate Account on the Business Day prior to the applicable Distribution Date in 123 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 Trustee of a Request for Release therefor, the Trustee (or its custodian) shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the DepositorCertificate Insurer, any Paying Agent the Depositor and the Trustee of the date such electing party the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly to the extent reasonably practicable by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no later than the 15th 10th day of the month immediately next 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 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 (cd) 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 Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Certificate Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account Class, in the order and priority set forth in Section 4.04 hereof 4.02 hereof, on the final Distribution Date and Date, 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 Regular Certificates, the Certificate Balance thereof plus the Interest Distribution Amount 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause Section 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) or 9.01 (a) of Section 9.01e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date specified in such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Propertiesnotice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 Trustee of a Request for Release therefor, the Trustee (or its custodian) shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Distribution Account, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven five (75) 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 Certificates at the office Corporate Trust Office of the Paying AgentTrustee. If the Servicer Depositor or its designee elects to terminate the Trust Fund pursuant to clause (a) of Section 9.0111.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Depositor or its designee shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party the Depositor or its designee intends to terminate the Trust Fund and of the applicable repurchase price of Fund. The Depositor or its designee shall remit the Mortgage Loans and REO PropertiesLoan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Depositor or its designee. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than two Business Days after the 15th day of the month immediately preceding 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 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 (cd) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee Custodian of a Request for Release therefor, the Trustee Custodian shall promptly release to the Servicer Master Servicer, as applicable the Mortgage Files for the Mortgage LoansLoans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to The ES Trust shall terminate automatically upon termination of the Class R Certificateholders of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect theretoTrust Fund.

Final Distribution on the Certificates. If on any Determination DateIn connection with the termination of the trust as described in Section 10.01 or 10.02 hereof, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. promptly send a Notice of any termination of the Trust Fund, specifying the Final Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed each Owner not earlier than the 10th day and no later than the 15th day of the month immediately preceding the month of such final distribution. Any such notice Such 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 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 (cd) 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 Servicer 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 CertificateholdersOwners. In the event such notice Notice of Final Distribution is given, the each Servicer shall cause all funds in the relevant Collection Account Account, net of any amounts on deposit therein which shall be used to pay the Servicer any amounts due it pursuant to the terms of this Agreement, to be deposited remitted to the Trustee for deposit in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to Certificateholders the Owners of each Class of Certificates (after reimbursement of all amounts due the amounts allocable to such Certificates held Servicers, the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 hereof each case on the final Distribution Date and in the order set forth in Section 7.06, 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 7.06, (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 and (iii) to the Class X Certificates, any Prepayment Penalities remitted by the Servicers with respect to the Mortgage Loans. 121 In the event that any affected Certificateholders Owner shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders Owners to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders Owners 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto.. 144

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Servicer determines Servicers determine that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountAccounts, Saxon, Wells Fargo or Countrywide Servicing, individually or together, shall d▇▇▇▇▇ the Trustee, the Servicer or Paying Agent shall Securities Administrator promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentSwap Provider. If the Servicer Saxon or Countrywide Servicing individually elects to terminate the Trust Fund pursuant to clause (a) of Section 9.0111.01, at least 10 such Servicer shall notify the other Servicer of such election by the 15th day of the month preceding the month of the final distribution and the other Servicer shall have 5 days prior to elect, by notice to the date notice is other Servicer, to be mailed purchase the Mortgage Loans it services. If Saxon or Countrywide Servicing, individually or together, so elect to terminate the affected CertificateholdersTrust Fund pursuant to clause (a) of Section 11.01, by the 25th day of the month preceding the month of the final distribution, such Servicer or Servicers shall notify the Depositor, any Paying Agent the Master Servicer and the Trustee Securities Administrator of the date such electing party intends Servicer or Servicers intend to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no not later than the 15th day of the month immediately preceding 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the each Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the applicable Servicer the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 Servicers, the Master Servicer, the Securities Administrator, the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 ten (10) days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders 122 Certificateholder of such funds and 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 Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer or the Class X Certificateholder elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Certificateholders such electing party shall notify the Depositor, any Paying Agent Depositor and the Trustee of the date such electing party the Servicer or the Class X Certificateholder intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no not later than the 15th day of the month immediately next preceding 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 Certificate Insurer, the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Distribution Account, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven five (75) 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 Certificates at the office Corporate Trust Office of the Paying AgentTrustee. If the Servicer Depositor or its designee elects to terminate the Trust Fund pursuant to clause (a) of Section 9.0111.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Depositor or its designee shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party the Depositor or its designee intends to terminate the Trust Fund and of the applicable repurchase price of Fund. The Depositor or its designee shall remit the Mortgage Loans and REO PropertiesLoan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Depositor or its designee. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than two Business Days after the 15th day of the month immediately preceding 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 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 (cd) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee Custodian of a Request for Release therefor, the Trustee Custodian shall promptly release to the Servicer Master Servicer, as applicable the Mortgage Files for the Mortgage LoansLoans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentGuarantor. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor, any Paying Agent the Guarantor and the Trustee of the date such electing party the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders and the Guarantor mailed not earlier than the 10th day and no later than the 15th day of the month immediately next 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 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 (cd) 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 Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Collection Certificate Account to be deposited remitted to the Trustee for deposit in the Distribution Account on or before 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Guarantor and the Certificateholders of each Class the amounts allocable to such Certificates held Class, in the Distribution Account in the order and priority set forth in Section 4.04 hereof each case on the final Distribution Date and in the order set forth in Section 4.02, in the case of the Guarantor, all amounts required to be distributed to it pursuant to Section 4.02 and, in the case of the Certificateholders, 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 Regular Certificates, the Certificate Balance thereof plus (a) accrued interest thereon (or on their Notional Amount, if applicable) in the case of an interest bearing Certificate and (b) any Class PO Deferred Amounts in the case of Class PO Certificates, 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. Notwithstanding the reduction of the Class Certificate Balance of any Class of Certificates to zero, such Class will be outstanding hereunder (solely for the purpose of receiving distributions 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 Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Guarantor, with respect to any Reimbursement Amounts, and then the Class A-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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Trustee or the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class A-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. Upon payment to the Class A-R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer elects Trustee is able to terminate the Trust Fund pursuant to clause (aSection 9.01(a)(i), or if the Servicer conducts a Clean Up Call and terminates the Trust Fund pursuant to Section 9.01(a)(ii) of Section 9.01or 9.01(e), at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer 106 Trustee shall notify the Depositor, any Paying Agent Depositor and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Certificateholder 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. Upon payment to the Class R Certificateholders Certificateholder of such funds and 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 Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify direct the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) Business Days after such Determination Date that the final distribution in retirement Trust Administrator promptly to send a Notice of such Class of Certificates is scheduled Final Distribution 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 Certificates at the office of the Paying Agenteach Certificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Depositor shall notify Fremont [200___-___] Pooling & Servicing Agreement the DepositorServicer, any Paying Agent the Trustee and the Trustee Trust Administrator of the date such electing party the Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent Trust Administrator 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. 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited remitted to the Trust 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee or the Trust Administrator of a Request for Release therefor, the Trustee or the Trust Administrator shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent Trust 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 Master Servicer, the Trust Administrator and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 C Certificates), the Certificate Balance thereof plus for each such Class and the Class C 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 with respect to the related REMIC (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 months after the date specified in the above above-mentioned written notice, the Trustee or any Paying Agent Trust Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have Fremont [200___-___] Pooling & Servicing Agreement been surrendered for cancellation, the Class R Certificateholders Holders of the Residual Certificates with respect to their related REMIC 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) Date the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to no later than the date notice is to be mailed to 15th day of the affected Certificateholders, month preceding the month of the final Distribution Date the Servicer shall notify the Depositor, any Paying Agent 106 Depositor and the Trustee of the date such electing party the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, Fund specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, cancellation shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th last day of the month immediately next 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 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 (cd) that the Record Date otherwise applicable to such the Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such If this notice is given, the Servicer shall cause all funds in the Collection Certificate Account to be deposited remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to before 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held Class, in the Distribution Account in the order and priority set forth in Section 4.04 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 equal to (i) as to each Class of Regular Certificates, its Certificate Balance plus for each such Class accrued interest thereon (or on their Notional Amount, if applicable) in the case of an interest-bearing Certificate and (ii) as to the Residual Certificates, any amount remaining on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In Notwithstanding the event that reduction of the Certificate Balance of any Class of Certificates to zero, such Class will be outstanding hereunder solely for the purpose of receiving distributions and for no other purpose until the termination of the respective obligations and responsibilities of the Depositor, the Servicer and the Trustee hereunder in accordance with Article Nine. 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 Amounts set forth in the Preliminary Statement upon liquidation of the Trust Fund. If any affected Certificateholders shall Certificateholder does not surrender its Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, then the Class A-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 which remain subject hereto. Upon payment to The Supplemental Interest Trust shall terminate on the earlier of (i) the Distirbution Date in December 2015 and (ii) the date on which the aggregate Class Certificate Balance of the Class R Certificateholders of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto2-A-2 Certificates is reduced to zero.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trust Administrator promptly to send a final distribution notice promptly Notice Fremont 2006-D Pooling & Servicing Agreement of Final Distribution to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Depositor shall notify the DepositorServicer, any Paying Agent the Master Servicer, the Trustee and the Trustee Trust Administrator of the date such electing party the Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent Trust Administrator 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. 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 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 (cd) 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 Servicer Trust 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited remitted to the Trust 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee or the Trust Administrator of a Request for Release therefor, the Trustee or the Trust Administrator shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent Trust 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 Master Servicer, the Swap Administrator, the Trust Administrator and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 LIBOR Certificates, the Certificate Principal Balance thereof plus for each such Class and the Class C 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 with respect to the related REMIC (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 months after the date specified in the above above-mentioned written notice, the Trustee or any Paying Agent Trust Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent Trust Administrator may take appropriate steps, or may appoint Fremont 2006-D Pooling & Servicing Agreement an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders Holders of the Residual Certificates with respect to their related REMIC 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts and Certificate Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer Terminating Entity above elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01 or the Auction Purchaser purchases the Trust Collateral pursuant to Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, Certificateholders (the Servicer "Optional Termination Notice Date") such Person shall notify the Depositor, any Paying Agent Servicers and the Trustee of the date such electing party the Terminating Entity or the Auction Purchaser intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may shall surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th 10th 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 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 (cd) 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 Servicer will Trustee shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. In Any purchase by the event such notice is given, Terminating Entity pursuant to Section 9.01(a) shall be made on an Optional Termination Date by deposit of the Servicer shall cause all funds in applicable purchase price into the Collection Certificate Account to be deposited in before the Distribution Account Date on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificateswhich such purchase is effected. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release thereforan Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment delivered to it by the Terminating Entity, in each case without recourse, as shall promptly release be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Servicer Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Files for Loans which have been subject to an Optional Termination received by the Trustee subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. Any purchase of the Trust Collateral by the Auction Purchaser shall be made on an Auction Date by receipt of the Trustee of the Mortgage LoansLoan Auction Price from the Auction Purchaser, and deposit of such Mortgage Loan Auction Price into the Certificate Account by the Trustee before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee shall, upon request and at the expense of the Auction Purchaser execute and deliver all such instruments of transfer or assignment delivered to it by the Terminating Entity, in each case without recourse, as shall be reasonably requested by the Auction Purchaser to vest title in the Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Auction Purchaser the purchased Trust Collateral. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause the final distribution to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 4.04 hereof on the final Distribution Date and to be made in proportion accordance with the priorities of Section 4.02. On the final Distribution Date, the Overcollateralization Amount shall be distributed to their respective Percentage Intereststhe Class X-1 Certificates in accordance with Section 4.02(b)(iv)O. hereof. Notwithstanding the foregoing, if the final Distribution Date has occurred as a result of the Terminating Entity's purchase of the Trust Fund pursuant to Section 9.01(a) or the purchase of the Trust Collateral by the Auction Purchaser pursuant to Section 9.01(c), all amounts, if any, in excess of the Par Value shall be distributed by the Trustee directly to the Class A-RL Certificateholders. All amounts described in the definition of "Par Value" payable to the Trustee shall be paid to the Trustee from the proceeds of an optional termination or from the Mortgage Loan Purchase Price received in connection with a successful auction, as applicable, prior to any distributions to Certificateholders. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class A-R Certificateholders and Class A-RL 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 which remain subject hereto. Upon payment hereto and the Trustee shall be discharged from all further liability with respect to the Class R Certificateholders of such funds Certificates and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect theretothis Agreement.

Final Distribution on the Certificates. (i) If on any Determination Date, (i) the Master Servicer determines that there are no related Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Master Servicer Collection Account, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven five (75) 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 Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause Trustee. (aii) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than two Business Days after the 15th day of the month immediately preceding 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 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 (cd) 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 Servicer Trustee will give such notice to each Rating Agency at the time such notice is given to Certificateholders. . (iii) In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be deposited remitted to the Trustee 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee Custodian of a Request for Release therefor, the Trustee Custodian shall promptly release to the Servicer Master Servicer, as applicable the Mortgage Files for the Mortgage Loans. Loans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any REO Property. (iv) Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent 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 4.04 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class R related Residual 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts and Certificate Account, the Trustee, the Servicer or Paying Agent Trustee shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer Terminating Entity above elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01 or the Auction Purchaser purchases the Trust Collateral pursuant to Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, Certificateholders (the Servicer "Optional Termination Notice Date") such Person shall notify the Depositor, any Paying Agent Servicers and the Trustee of the date such electing party the Terminating Entity or the Auction Purchaser intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may shall surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th 10th 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 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 (cd) 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 Servicer will Trustee shall give such notice to each Rating Agency and the Servicers at the time such notice is given to Certificateholders. In Any purchase by the event such notice is given, Terminating Entity pursuant to Section 9.01(a) shall be made on an Optional Termination Date by deposit of the Servicer shall cause all funds in applicable purchase price into the Collection Certificate Account to be deposited in before the Distribution Account Date on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificateswhich such purchase is effected. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release thereforan Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment delivered to it by the Terminating Entity, in each case without recourse, as shall promptly release be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Servicer Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Files for Loans which have been subject to an Optional Termination received by the Trustee subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. Any purchase of the Trust Collateral by the Auction Purchaser shall be made on an Auction Date by receipt of the Trustee of the Mortgage LoansLoan Auction Price from the Auction Purchaser, and deposit of such Mortgage Loan Auction Price into the Certificate Account by the Trustee before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee shall, upon request and at the expense of the Auction Purchaser execute and deliver all such instruments of transfer or assignment delivered to it by the Terminating Entity, in each case without recourse, as shall be reasonably requested by the Auction Purchaser to vest title in the Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Auction Purchaser the purchased Trust Collateral. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause the final distribution to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 4.04 hereof on the final Distribution Date and to be made in proportion accordance with the priorities of Section 4.02. On the final Distribution Date, the Overcollateralization Amount shall be distributed to their respective Percentage Intereststhe Class X-1 Certificates in accordance with Section 4.02(b)(iv)AA. hereof. Notwithstanding the foregoing, if the final Distribution Date has occurred as a result of the Terminating Entity's purchase of the Trust Fund pursuant to Section 9.01(a) or the purchase of the Trust Collateral by the Auction Purchaser pursuant to Section 9.01(c), all amounts, if any, in excess of the Par Value shall be distributed by the Trustee directly to the Class A-RL Certificateholders. All amounts described in the definition of "Par Value" payable to the Trustee shall be paid to the Trustee from the proceeds of an optional termination or from the Mortgage Loan Purchase Price received in connection with a successful auction, as applicable, prior to any distributions to Certificateholders. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class A-R Certificateholders and Class A-RL 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 which remain subject hereto. Upon payment hereto and the Trustee shall be discharged from all further liability with respect to the Class R Certificateholders of such funds Certificates and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect theretothis Agreement.

Final Distribution on the Certificates. If on any Determination Date, (i) the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds 149 in the Collection AccountCertificate Account related to such Loan Group, the Trustee, Master Servicer shall direct the Servicer or Paying Agent shall Trustee to send a final distribution notice promptly to each related Certificateholder and the Class 1-A-1 Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the related Certificateholders within seven five (75) 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 Paying AgentTrustee. If the Servicer Terminator elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer such electing party shall notify the Depositor, any Paying Agent the Class 1-A-1 Insurer and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the related Mortgage Loans and REO Properties. Notice of any termination of the Trust Fundtermination, specifying the Distribution Date on which related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to related 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. 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 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 (cd) 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 Servicer 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 Collection Certificate Account to be deposited 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Co-Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to Certificateholders of each affected Class and the Class 1-A-1 Insurer the amounts allocable to such Certificates and the Class 1-A-1 Insurer held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 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 months after the date specified in the above mentioned 150 written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their related Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class 1-A-1 Insurer, with respect to the Reimbursement Amount and then, the Class A-R Certificateholders Certificates 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentTrustee specified in such notice. If the Servicer or the NIMS Insurer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer Trustee shall notify the Depositor, any Paying Agent the NIMS Insurer and the Trustee Servicer of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent 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. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the NIMs Insurer and each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee or the NIMs Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) Date the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Certificate Account, the Trustee, Servicer shall direct the Servicer or Paying Agent shall Trustee promptly to send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying AgentCertificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to no later than the date notice is to be mailed to 15th day of the affected Certificateholders, month preceding the month of the final Distribution Date the Servicer shall notify the Depositor, any Paying Agent 109 Depositor and the Trustee of the date such electing party the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, Fund specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, cancellation shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th 15th day and no not later than the 15th last day of the month immediately next 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 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 (cd) that the Record Date otherwise applicable to such the Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such If this notice is given, the Servicer shall cause all funds in the Collection Certificate Account to be deposited remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to before 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent shall cause to be distributed to the Certificateholders of each Class the amounts allocable to such Certificates held Class, in the Distribution Account in the order and priority set forth in Section 4.04 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 equal to (i) as to each Class of Regular Certificates, its Certificate Balance plus for each such Class accrued interest thereon (or on their Notional Amount, if applicable) in the case of an interest-bearing Certificate and (ii) as to the Residual Certificates, any amount remaining on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In Notwithstanding the event that reduction of the Certificate Balance of any Class of Certificates to zero, such Class will be outstanding hereunder solely for the purpose of receiving distributions and for no other purpose until the termination of the respective obligations and responsibilities of the Depositor, the Servicer and the Trustee hereunder in accordance with Article Nine. 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 Amounts set forth in the Preliminary Statement upon liquidation of the Trust Fund. If any affected Certificateholders shall Certificateholder does not surrender its Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, then the Class A-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 which remain subject hereto. Upon payment to The Supplemental Interest Trust shall terminate on the earlier of (i) the Distribution Date in March 2017 and (ii) the date on which the Class R Certificateholders Certificate Balances of such funds the Class 2-A-5, Class 3-A-3 and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect theretoClass 3-A-8 Certificates are reduced to zero.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent shall send a final distribution notice promptly to each Certificateholder or (ii) the Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify direct the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) Business Days after such Determination Date that the final distribution in retirement Trust Administrator promptly to send a Notice of such Class of Certificates is scheduled Final Distribution 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 Certificates at the office of the Paying Agenteach Certificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 20 days prior to the date notice the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer Depositor shall notify Fremont [200 - ] Pooling & Servicing Agreement 165 the DepositorServicer, any Paying Agent the Trustee and the Trustee Trust Administrator of the date such electing party the Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any termination of the Trust FundFinal Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent Trust Administrator 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. 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 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 (cd) 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 Servicer 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 Certificateholders. In the event such notice Notice of Final Distribution is given, the Servicer shall cause all funds in the Collection Account to be deposited remitted to the Trust 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 such final deposit with respect to the Trust Fund and the receipt by the Trustee or the Trust Administrator of a Request for Release therefor, the Trustee or the Trust Administrator shall promptly release to the Servicer Depositor or its designee the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee or any Paying Agent Trust 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 Master Servicer, the Trust Administrator and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 4.04 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 C Certificates), the Certificate Balance thereof plus for each such Class and the Class C 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 with respect to the related REMIC (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 months after the date specified in the above above-mentioned written notice, the Trustee or any Paying Agent Trust Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have Fremont [200 - ] Pooling & Servicing Agreement 166 been surrendered for cancellation, the Class R Certificateholders Holders of the Residual Certificates with respect to their related REMIC 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 which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and 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 Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee, the Servicer or Paying Agent Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMS Insurer or (ii) the Servicer Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Servicer shall notify the Trustee and any Paying Agent and the Trustee shall notify the Certificateholders within seven (7) 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 Certificates at the office of the Paying Agent. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Servicer shall notify the Depositor, any Paying Agent and the Trustee of the date such electing party intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO PropertiesTrustee. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the 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 Certificates at the office therein designated, (b) the location of the office or agency at which such presentation and surrender must be made, and (c) 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 Servicer Trustee will give such notice to the NIMS Insurer and each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Servicer shall cause all funds in the Collection Account to be deposited in the Distribution 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 and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Servicer Trustee or the NIMS Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the 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 Certificate Account in the order and priority set forth in Section 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 months after the date specified in the above mentioned written notice, the Trustee or any Paying Agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee or any Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 one year after the second notice all Certificates shall not have been surrendered for cancellation, the 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. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee or any Paying Agent shall have no further duties or obligations with respect thereto.