Common use of Final Distribution on the Certificates Clause in Contracts

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. Notice of any partial termination of the Issuing 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 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 Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 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-mentioned written notice, the 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 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 Issuing Entity. 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 all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. If the Majority Class CE Certificateholder or the Master Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder or the Master Servicer, as applicable, shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer, as applicable, intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 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 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. Notice of any partial termination of the Issuing 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 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 Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 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-mentioned written notice, the 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 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 Issuing 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 all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class A-R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. Notice of any partial termination of the Issuing 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator will give such notice to the NIMs insurer, if any, the Swap Counterparty and to each Rating Agency at the time such notice is given to 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 Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator Administrator, the NIMs Insurer or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 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-mentioned written notice, the 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 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 Issuing Entity. 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 all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator determines Servicers determine 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 AccountAccounts, the Securities Administrator Servicers shall direct the Trustee promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or Certificateholder. If any Servicer individually elects to terminate the Trust Fund pursuant to clause (iia) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on Section 9.01, such Class, the Securities Administrator Servicer shall notify the Certificateholders within seven (7) Business Days after such Determination Date that the final distribution in retirement other Servicers of such Class election at least 30 days prior to the date of Certificates the Notice of Final Distribution and such other Servicers shall have 5 days to elect to purchase the Mortgage Loans it services. If any Servicer or all of the Servicers so elect to terminate, at least 20 days prior to the date the Notice of Final Distribution is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant mailed to the immediately preceding sentence will be made only upon presentation affected Certificateholders, such Servicer or Servicers shall notify the Depositor and surrender the Trustee of the Certificates at date such Servicer or Servicers intend to terminate the office Trust Fund and of the Securities Administratorapplicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator Trustee by letter to Certificateholders mailed no not earlier than the 10th day and not later than the last calendar 15th day of the month immediately next preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Servicer or Servicers, as the case may be, will give such notice to the Swap Counterparty and 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 Master each Servicer shall cause all funds in the Master Servicer its 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator applicable Servicer or the Master ServicerServicers, as applicablethe case may be, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the amounts allocable to such Certificates held Servicers, the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. Notice If EMC elects to terminate the Trust Fund pursuant to Section 10.01, on or before the Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, EMC shall notify 117 the Depositor and the Trustee of the date that EMC intends to terminate the Trust Fund and EMC shall provide the Depositor and the Trustee with the applicable repurchase price of the Mortgage Loans and REO Properties serviced and administered by the Master Servicer. EMC shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day immediately preceding the Distribution Date on which such Optional Termination by EMC will be effected. Provided that timely notice has been received, the Trustee shall give notice to the Certificateholders of any partial termination of the Issuing EntityTrust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter mailed to the Certificateholders mailed not earlier than the 1st day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction). Any such notice and shall specify 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 Securities Administrator Trustee will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or the Custodian acting on its Custodianbehalf, shall promptly release to the Securities Administrator EMC or the Master Servicer, as applicable, its designee the Mortgage Files for the Mortgage Loans, and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class Class, based on the applicable Remittance Report for such Distribution Date, the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator Trustee will give such notice to the Swap Counterparty NIMs Insurer and 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 remit all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall not have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Servicer under this Agreement that there are no Outstanding Mortgage Loans Loans, and no other funds or assets in the Trust Fund relating to the Mortgage Loans other than the funds in the Master Servicer Collection Distribution Account, the Securities Administrator Trustee shall to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 of the Securities AdministratorTrustee set forth herein. If the Class X Certificateholder elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Class X Certificateholder shall notify the Trustee of the date the Class X Certificateholder intends to terminate the Trust Fund. The Class X Certificateholder shall remit the Termination Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Class X Certificateholder. Notice of any partial termination the exercise of the Issuing EntityCleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator Trustee by letter to the Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, made and (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 Securities Administrator Trustee will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer Class X Certificateholder shall cause all funds in the Master Servicer Collection Account to be deposited 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master ServicerClass X Certificateholder, as applicable, applicable the Mortgage Files for the related Mortgage LoansLoans and any documents necessary to transfer any related REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 and/or Section 5.06 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Issuing EntityTrust Fund. If within one year two years after the second notice all affected Certificates shall not have been surrendered for cancellation, the Class R related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to hereto and the Class R Certificateholders of Trustee shall release such funds and assets, the Securities Administrator shall have no further duties or obligations with respect theretoupon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer determines based on the reports delivered by the Servicer under this Agreement that there are no Outstanding Mortgage Loans Loans, and no other funds or assets in the Trust Fund relating to the Mortgage Loans other than the funds in the Distribution Account, the Master Servicer Collection Accountshall promptly notify the Securities Administrator of such event, and the Securities Administrator shall to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 of the Securities AdministratorAdministrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator of the date the Master Servicer to terminate the Trust Fund. The Master Servicer shall remit such amount to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of any partial termination the exercise of the Issuing EntityCleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, made and (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 Securities Administrator will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all such 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 Issuing Entity and the receipt by the Trustee, or the applicable Custodian on its Custodianbehalf, of a Request for Release therefor, the Trustee, or the applicable Custodian on its Custodianbehalf, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, Servicer the Mortgage Files for the related Mortgage LoansLoans and any documents necessary to transfer any related REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 and/or Section 5.06 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Issuing EntityTrust Fund. If within one year two years after the second notice all affected Certificates shall not have been surrendered for cancellation, the Class R related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds hereto and assets, the Securities Administrator shall have no further duties or obligations with respect theretorelease such funds upon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. If the Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will give such notice to the Swap Counterparty and to each Rating Agency and the Trustee 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 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, related Custodian of a Request for Release therefor, the Trustee, or its Custodian, related Custodian shall promptly release to the Securities Administrator or the Master Servicer, Servicer as applicable, 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 Securities Administrator shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 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-mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class A-R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator Trustee will give such notice to the Swap Counterparty NIMs Insurer and to each Rating Agency rating the Certificates 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 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator Trustee or the Master ServicerNIMs Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Protected Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each Certificateholder and the Certificate Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Certificateholders (and the Certificate Insurer with respect to the Class II-A-2 Certificates) 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 Securities AdministratorTrustee. If the Majority Class CE Certificateholder or the Master Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder or the Master Servicer, as applicable, shall notify the Depositor, the Certificate Insurer and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer, as applicable, intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders and the Certificate Insurer mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer shall cause all funds in the Master Servicer Collection Protected 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 CertificatesCertificates and any Reimbursement Amounts due to the Certificate Insurer. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, EMC as applicable, 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 Securities Administrator Trustee shall cause to be distributed to Certificateholders and to the Certificate Insurer of each Class the amounts allocable to such Certificates and to the Certificate Insurer held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Distribution Account, the Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. If the Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Majority Class C Certificateholder shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 Securities Administrator shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Certificate Account related to such Loan Group, the Master Servicer Collection Account, shall direct the Securities Administrator shall Trustee to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Terminator elects to terminate pursuant to clause (a) of Section 9.01, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, such electing party shall notify the Depositor and the Trustee of the date such electing party intends to terminate and of the applicable repurchase price of the related Mortgage Loans and REO Properties. Notice of any partial termination of the Issuing Entitytermination, 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 Securities Administrator Trustee by letter to related Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Terminator will give such notice to the Swap Counterparty and 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 Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Co-Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each affected Class the amounts allocable to such Certificates held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 6.01 4.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender related Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class A-R Certificateholders Certificates shall be entitled to all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines based on the reports delivered by the Master Servicer under this Agreement that there are no Outstanding Mortgage Loans Loans, and no other funds or assets in the Trust Fund relating to the Mortgage Loans other than the funds in the Master Servicer Collection Distribution Account, the Securities Administrator shall notify the Trustee and send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Trustee and the Certificateholders within 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 of the Securities AdministratorAdministrator set forth herein. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least ten (10) days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Securities Administrator and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the related Termination Price to the Securities Administrator on behalf of the Trust Fund on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of any partial termination the exercise of the Issuing EntityCleanup Call, specifying the Distribution Date on which the Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed no later than the last calendar fifteenth (15th) day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, made and (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 Securities Administrator will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to the Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be deposited 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 receipt certification to the Trustee by the Securities Administrator of written notice the making of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefordeposit, the Trustee, or its Custodian, Trustee shall promptly release or cause to be released to the Securities Administrator or the Master Servicer, as applicable, Servicer the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it and necessary to effectuate such transfer. Upon presentation and surrender of the related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above-above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining affected Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining affected Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Issuing EntityTrust Fund. If within one year two (2) years after the second notice all affected Certificates shall not have been surrendered for cancellation, the Class R related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds hereto and assets, the Securities Administrator shall have no further duties or obligations with respect theretorelease such funds upon written direction.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicer notifies the 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 Securities Administrator shall promptly send a Notice of Final Distribution to the applicable Certificateholders. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.01, by no later than the 10th day of the month of the final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Classdistribution, the Securities Administrator Servicer, pursuant to the Depositor Assignment Agreement, shall notify the Certificateholders within seven (7) Business Days after such Determination Date that Trustee of the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation Date and surrender of the Certificates at the office applicable repurchase price of the Securities AdministratorMortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator by letter to Certificateholders mailed no not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will give such notice to the Swap Counterparty and 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 is giventhe Servicer purchases the Mortgage Loans (and REO Properties) pursuant to Section 10.01(a), pursuant to the Depositor Assignment Agreement, the Master Servicer shall cause all funds in is required thereunder to remit to the Master Servicer Collection Account to be deposited in Securities Administrator the Distribution Account applicable Termination Price on the Business Day prior to Remittance Date immediately preceding the applicable final Distribution Date in an amount equal to the final distribution in respect of the CertificatesDate. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Securities Administrator and the Custodian of a Request for Release therefor, the Trustee, or its Custodian, Securities Administrator shall direct the Custodian to promptly release to the Securities Administrator Servicer or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer determines that there are no Outstanding related Mortgage Loans and no other funds or assets in the related Sub-Trust Fund relating to the Mortgage Loans other than the related funds in the Master Servicer Collection Protected Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the related Majority Class CE Certificateholder or the Master Servicer, as applicable, elects to terminate the related Sub-Trust pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the related Certificateholders, the related Majority Class CE Certificateholder or the Master Servicer, as applicable, shall notify the Depositor, each Swap Provider and the Trustee of the date the related Majority Class CE Certificateholder or the Master Servicer, as applicable, intends to terminate the related Sub-Trust. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such related Optional Termination by the related Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of any partial termination of the Issuing Entityrelated Sub-Trust, 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 Securities Administrator Trustee by letter to related Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 related Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, 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 Securities Administrator Trustee will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to related Certificateholders. In the event such notice is given, the Master Servicer shall cause all related funds in the Master Servicer Collection Protected 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 related Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, Seller as applicable, applicable the Mortgage Files for the related Mortgage LoansLoans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any related REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to related Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the related Class R Certificateholders shall be entitled to all related unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Servicer determines 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 Securities Administrator Trustee, the Servicer or Paying Agent shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Servicer determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorServicer. 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 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 partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee or the Servicer or Paying Agent by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Servicer 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 Master Servicer shall cause all funds in the Master Servicer Collection Account and the Certificate Account to be deposited in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities AdministratorAdministrator specified in such notice. If each Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Securities Administrator shall notify the Depositor 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 partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer Securities Administrator shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 5.05 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Securities Administrator determines Servicer notifies the Trustee 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 Securities Administrator Trustee shall promptly send a final distribution notice promptly Notice of Final Distribution to each the applicable Certificateholders. If the Majority Class X Certificateholder or elects to terminate the Trust Fund pursuant to clause (iia) of Section 9.01, at least 20 days prior to the Securities Administrator determines that a Class date the Notice of Certificates shall Final Distribution is to be retired after a final distribution on such Classmailed to the affected Certificateholders, the Securities Administrator Majority Class X Certificateholder shall notify the Certificateholders within seven (7) Business Days after such Determination Date that Servicer and 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 Trustee of the Certificates at date the office Majority Class X Certificateholder intends to terminate the Trust Fund and of the Securities Administratorapplicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator Trustee by letter to Certificateholders mailed no not later than the last calendar 20th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Trustee will give such notice to the Swap Counterparty and 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 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator Majority Class X Certificateholder or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities AdministratorAdministrator specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders and the Trustee mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 Master Servicer Securities Administrator shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall not have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 of the Securities Administrator specified in the final distribution notice to Certificateholders. If the Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator, the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 Securities Administrator shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities AdministratorAdministrator specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will give such notice to the Swap Counterparty NIMs Insurer and 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 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Trustee, Trustee or the Custodian on its Custodian, behalf of a Request for Release therefor, the Trustee, Trustee or the Custodian on its Custodian, behalf shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund relating to the Mortgage Loans a Group other than the funds in the Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Certificate Registrar. If the Depositor elects to terminate a Group pursuant to Section 10.01, on or before the Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, the Depositor shall notify the Securities Administrator, the Custodian, the Trustee, the Securities Administrator, the Paying Agent and the Master Servicer of the date that the Depositor intends to terminate the Group and the Depositor shall provide the EMC Servicer, the Securities Administrator, the Paying Agent, the Custodian, the Master Servicer and the Trustee with the applicable repurchase price of the Mortgage Loans and REO Properties 109 of such Group serviced and administered by the Master Servicer. Notice The EMC Servicer shall remit the Mortgage Loan Repurchase Price to the Paying Agent for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date on which such Optional Termination by the EMC Servicer will be effected. Provided that timely notice has been received, the Securities Administrator shall give notice of any partial termination of the Issuing Entitya Group, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter to Certificateholders mailed not earlier than the 1st day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction). Any such notice and shall specify 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 Securities Administrator 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 Master Servicer shall cause all funds in the Master Servicer Collection Account to be deposited remitted to the Paying Agent for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator EMC Servicer or the Master Servicer, as applicable, its designee the Mortgage Files for the Mortgage Loans, and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Paying Agent shall cause to be distributed to Certificateholders of each Class Class, based on the applicable Remittance Report for such Distribution Date, the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Servicer under this Agreement 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 Distribution Account, the Securities Administrator Trustee shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 of the Securities AdministratorTrustee set forth herein. If the Terminator elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Terminator shall notify the Trustee of the date the Terminator intends to terminate the Trust Fund. The Terminator shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Terminator. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer Terminator shall cause all funds in the Master Servicer Collection Account to be deposited 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request request for Release release therefor, the Custodian, on behalf of the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master ServicerTerminator, as applicable, applicable the Mortgage Files for the Mortgage LoansLoans and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year two years after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to hereto and the Class R Certificateholders of Trustee shall release such funds and assets, the Securities Administrator shall have no further duties or obligations with respect theretoupon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Protected Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to the Certificate Insurer and each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Certificateholders (and the Certificate Insurer with respect to the Class II-A Certificates) 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 Securities AdministratorTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Depositor, the Certificate Insurer and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders and the Certificate Insurer mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer shall cause all funds in the Master Servicer Collection Protected 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 CertificatesCertificates and any Reimbursement Amounts due to the Certificate Insurer. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, EMC as applicable, 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 Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class and to the Certificate Insurer the amounts allocable to such Certificates and to the Certificate Insurer held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities AdministratorAdministrator specified in such notice. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Securities Administrator shall notify the Depositor 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 partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer Securities Administrator shall cause all funds in the Master Servicer Collection Account and the Servicing Administrator 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class and, if applicable, the Certificate Insurer the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 5.05 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no later than as soon as practicable after a determination is made pursuant to the last calendar day of the month immediately preceding the month of such final distribution paragraph (or with respect to an AuctionOptional Termination, mailed no later than one Business Day following completion of such AuctionOptional 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 Securities Administrator 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 Master Servicer shall cause remit all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall not have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Certificate Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Terminating Party elects to terminate the Trust Fund pursuant to Section 9.01, at least 5 days prior to the date notice is to be mailed to the Certificateholders, such electing party shall notify the Depositor 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 partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to related Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Master Servicer will give such notice to the Swap Counterparty and 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 Master Servicer 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 CertificatesDate. Upon receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, Terminating Party the Mortgage Files for the related Mortgage Loans. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 6.01 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, the 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class A-R Certificateholders Certificates shall be entitled to all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator Master Servicer 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 any Collection Account, the Master Servicer shall direct the Securities Administrator shall promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder and to the Swap Counterparty. If the Master Servicer (upon instruction from the Depositor or voluntarily) elects to exercise their option to purchase the Mortgage Loans pursuant to clause (iia) of Section 11.01, at least 20 days prior to the date the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor, the Swap Counterparty and the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution (a) the date on which the Master Servicer intends to exercise such Class, purchase option and (b) the 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 DateTermination Price. 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 Securities Administrator. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator by letter to Certificateholders mailed no not earlier than the 10th day and not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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, 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 Securities Administrator will give such notice Notice of Final Distribution to the Swap Counterparty and to each Rating Agency at the time such notice Notice of Final Distribution is given to Certificateholders. In the event such notice Notice of Final Distribution is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be deposited remitted to the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or Servicer the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the amounts allocable to such Certificates held Servicer, the Master Servicer, the Securities Administrator, the Depositor, the Trustee and the Swap Counterparty hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 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 noticeNotice of Final Distribution, the 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 such second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicers notify the 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 Securities Administrator shall promptly send a Notice of Final Distribution to the applicable Certificateholders. If an Auction Call is requested pursuant to Section 11.01, the Master Servicer, pursuant to the applicable Step 2 Assignment Agreements and by no later than the tenth (10th) day of the month of final distribution notice promptly to distribution, shall notify the Trustee, each Certificateholder or (ii) Servicer and the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Date and surrender of the Certificates at the office applicable sale price of the Securities AdministratorMortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator by letter to Certificateholders mailed no not later than the last calendar fifteenth (15th) day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will give such notice to the Swap Counterparty and 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 is giventhe Mortgage Loans (and REO Properties) and all rights and obligations under the Servicing Agreements are purchased or sold pursuant to Section 11.01 and pursuant to the applicable Step 2 Assignment Agreement, the Master Servicer shall cause all funds in on behalf of the Master Servicer Collection Account Trustee is required thereunder to be deposited in remit to the Distribution Account Securities Administrator the applicable Termination Price on the Business Day prior to applicable Remittance Date immediately preceding the applicable final Distribution Date in an amount equal to the final distribution in respect of the CertificatesDate. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Securities Administrator and the Custodians of a Request request for Release thereforrelease therefor in the form of Exhibit L-1, Exhibit L-2, Exhibit L-3, and Exhibit L-4, as applicable, the Trustee, or its Custodian, Master Servicer shall direct the Custodians to release and the relevant Custodians shall promptly release to the Securities Administrator Master Servicer or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor, the Master Servicer, the Securities Administrator, the Trustee and the Custodians hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 hereof each case on the final Distribution Date and in the order set forth in Section 4.01, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates, the Certificate Balance thereof plus for each such Class entitled to interest, accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims). The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Certificate Rates and actual Class Principal Balances or notional principal balances set forth in the Preliminary Statement upon liquidation of the Trust Fund. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above-above mentioned written notice, the 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 (6) months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator Trustee will give such notice to the Swap Counterparty NIMs Insurer and 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator Trustee or the Master ServicerNIMs Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Trustee. If the EMC Servicer elects to terminate the Trust Fund pursuant to Section 10.01, on or before the Distribution Date occurring in the month preceding the month in which notice is to be mailed to the Certificateholders, the EMC Servicer shall notify the Depositor, the Securities Administrator, the Custodian, the Trustee, the Securities Administrator and the Master Servicer of the date that EMC intends to terminate the Trust Fund and the Master Servicer shall provide the EMC Servicer, the Depositor, the Securities Administrator, the Custodian and the Trustee with the applicable repurchase price of the Mortgage Loans and REO Properties serviced and administered by the Master Servicer. Notice The EMC Servicer shall remit the Mortgage Loan Repurchase Price to the Trustee for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date on which such Optional Termination by the EMC Servicer will be effected. Provided that timely notice has been received, the Securities Administrator shall give notice of any partial termination of the Issuing EntityTrust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation. To the extent reasonably practical, such notice shall be given promptly by the Securities Administrator by letter to Certificateholders mailed not earlier than the 1st day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction). Any such notice and shall specify 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 Securities Administrator 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 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator EMC Servicer or the Master Servicer, as applicable, its designee the Mortgage Files for the Mortgage Loans, and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class Class, based on the applicable Remittance Report for such Distribution Date, the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Distribution Account, the Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. If the Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Majority Class C Certificateholder shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 Securities Administrator shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Trustee. If the Company elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Company shall notify the Master Servicer, the Depositor, the Securities Administrator, the Trustee and the Securities Administrator of the date the Company intends to terminate the Trust Fund. The Company shall remit the Mortgage Loan Repurchase Price to the Master Servicer on the Business Day prior to the Distribution Date for such Optional Termination by the Company. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator Company or the Master related Servicer, as applicable, applicable the Mortgage Files for the Mortgage LoansLoans and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Distribution Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor and the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Majority Class C Certificateholder shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 Securities Administrator Trustee shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Securities Master Servicer shall direct the Trust Administrator shall promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or Certificateholder. If the Master Servicer elects to terminate a portion of the Trust Fund pursuant to clause (iia) of Section 10.01, by purchasing certain Mortgage Loans and REO Properties by no later than the Securities Administrator determines that a Class 10th day of Certificates shall be retired after a the month of the expected final distribution on such Classdistribution, the Securities Administrator Master Servicer shall notify the Certificateholders within seven (7) Business Days after Depositor and the Trust Administrator of the Distribution Date on which the Master Servicer intends to terminate such Determination Date that portion of the Trust 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 month of the expected final distribution in retirement of such Class of Certificates is scheduled to be made on for 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 Securities Administratorrelated Certificates. Notice of any partial termination of a portion of the Issuing EntityTrust Fund, specifying the Distribution Date on which the related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Trust Administrator by letter to the related Certificateholders mailed no not later than the last calendar 10th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the related 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 related Certificates at the office therein specified. The Securities Trust Administrator will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to Certificateholders. In connection with any such termination of a portion of the event such notice is givenTrust Fund, the Master Servicer shall cause all funds in the Master Servicer Collection Account Account, including the Clean-up Call Mortgage Loan Price and Clean-up Call REO Property Price for the related 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 receipt of written notice of such final deposit by the Master Servicer with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trust Administrator of a Request for Release therefor, the Trustee, or its Custodian, Trust Administrator shall promptly release to the Securities Administrator or the Master Servicer, as applicableor its designee, the Mortgage Files for the related Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Trust Administrator 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 6.01 hereof 4.02 hereof, on the final Distribution Date and for the related Certificates, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each related Class of Regular Certificates, the Certificate Principal Balance thereof plus accrued interest thereon and (ii) as to the Residual Certificates, the amount, if any, that remains on deposit in the Distribution Account (other than the amounts retained to meet claims). 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 Securities 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 Securities 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 of the Upper-Tier REMIC that remain a part subject hereto and (i) the Class A-LR Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, Subsidiary REMIC and (ii) the Class A-R Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Master REMIC, in each case, that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicers notify the 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 Securities Administrator shall promptly send a Notice of Final Distribution to the applicable Certificateholders. If the Depositor requests the Master Servicer to exercise its option to terminate the Trust Fund pursuant to clause (a) of Section 11.01, or the Master Servicer exercises its Back-Up Optional Call, in each case pursuant to clause (b) of Section 11.01, by no later than the 10th day of the month of the final distribution notice promptly distribution, the Master Servicer, pursuant to each Certificateholder or (ii) the applicable Step 2 Assignment Agreements, shall notify the Trustee and the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Date and surrender of the Certificates at the office applicable sale price of the Securities AdministratorMortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator by letter to Certificateholders mailed no not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will give such notice to the Swap Counterparty and 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 is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account Mortgage Loans (and REO Properties) are sold pursuant to be deposited in the Distribution Account on the Business Day prior Section 11.01 and pursuant to the applicable Distribution Date in an amount equal Step 2 Assignment Agreement, the Trustee is required thereunder to remit to the Securities Administrator the applicable Termination Price on the applicable Remittance Date immediately preceding the applicable final distribution in respect of the CertificatesDistribution Date. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Securities 108 Administrator and the Custodians of a Request for Release therefor, the Trustee, or its Custodian, Master Servicer shall direct the Custodians to release and the relevant Custodians shall promptly release to the Securities Administrator Master Servicer or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 hereof each case on the final Distribution Date and in the order set forth in Section 4.01, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims). The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Pass-Through Rates and actual Class Certificate Balances or notional principal balances set forth in the Preliminary Statement upon liquidation of the Trust Fund. In the event that any affected Certificateholders Certificateholder shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. Notice of any partial termination of the Issuing 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 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 Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 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-mentioned written notice, the 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 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 Issuing 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 all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class A-R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 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 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class A-R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator Master Servicer 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 any Collection Account, the Master Servicer shall direct the Securities Administrator shall promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder and to the Swap Counterparty. If the Master Servicer (upon instruction from the Depositor or voluntarily) elects to exercise their option to purchase the Mortgage Loans pursuant to clause (iia) of Section 11.01, at least 20 days prior to the date the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor, the Derivative Counterparty and the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution (a) the date on which the Master Servicer intends to exercise such Class, purchase option and (b) the 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 DateTermination Price. 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 Securities Administrator. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator by letter to Certificateholders mailed no not earlier than the 10th day and not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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, 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 Securities Administrator will give such notice Notice of Final Distribution to the Swap Counterparty and to each Rating Agency at the time such notice Notice of Final Distribution is given to Certificateholders. In Upon 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or Servicers the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the Servicers under the Servicing Agreements and the Master Servicer, the Securities Administrator, the Depositor, the Trustee and the Swap Counterparty hereunder and payment of any amounts allocable due to such Certificates held the Supplemental Interest Trust as provided under Section 4.02), in the Distribution Account in the order and priority set forth in Section 6.01 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 noticeNotice of Final Distribution, the 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 such second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Servicers under this Agreement and the M&T Servicing Agreement 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 Distribution Account, the Securities Administrator Trustee shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 of the Securities AdministratorTrustee set forth herein. If the Terminator elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Terminator shall notify the Trustee of the date the Terminator intends to terminate the Trust Fund. The Terminator shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Terminator. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer Terminator shall cause all funds in the Master Servicer Collection Account to be deposited 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request request for Release release therefor, the Custodian, on behalf of the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master ServicerTerminator, as applicable, applicable the Mortgage Files for the Mortgage LoansLoans and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year two years after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to hereto and the Class R Certificateholders of Trustee shall release such funds and assets, the Securities Administrator shall have no further duties or obligations with respect theretoupon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee specified in such notice. If the Trustee or the NIMs Insurer elects to terminate the Trust Fund pursuant to 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) at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Trustee shall notify the Depositor and the 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 partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Trustee will give such notice to the Swap Counterparty NIMs Insurer and 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 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator Trustee or the Master ServicerNIMs Insurer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities AdministratorAdministrator specified in such notice. If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 10.01, at least 10 days prior to the date notice is to be mailed to the affected Certificateholders, the Securities Administrator shall notify the Depositor 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 partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer Securities Administrator shall cause all funds in the Master Servicer Collection Account and the Servicing Administrator 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 5.05 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall have no any further duties or obligations with respect thereto.

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

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

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Certificate Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Terminator elects to terminate pursuant to clause (a) of Section 9.01, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, such electing party shall notify the Depositor and the Trustee of the date such electing party intends to terminate and of the applicable repurchase price of the related Mortgage Loans and REO Properties. Notice of any partial termination of the Issuing Entitytermination, 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 Securities Administrator Trustee by letter to related Certificateholders mailed 155 not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Terminator will give such notice to the Swap Counterparty and 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 Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee of a Request for File Release therefor, the Trustee, or its Custodian, Co-Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each affected Class the amounts allocable to such Certificates held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class A-R Certificateholders Certificates shall be entitled to all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. Notice of any partial termination of the Issuing 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 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 Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 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-mentioned written notice, the 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 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 Issuing 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 all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class A-R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator Servicer 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 Securities Servicer shall direct the Trust Administrator shall promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or Certificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (iia) of Section 9.01, at least 20 days prior to the Securities Administrator determines that a Class date the Notice of Certificates shall Final Distribution is to be retired after a final distribution on such Classmailed to the affected Certificateholders, the Securities Administrator Depositor shall notify the Certificateholders within seven (7) Business Days after such Determination Date that Fremont 2006-E Pooling & Servicing Agreement 178 Servicer, the final distribution in retirement of such Class of Certificates is scheduled to be made on Master Servicer, the immediately following Distribution Date. Any final distribution made pursuant to Trustee and the immediately preceding sentence will be made only upon presentation and surrender Trust Administrator of the Certificates at date the office Depositor intends to terminate the Trust Fund and of the Securities Administratorapplicable repurchase price of the Mortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Trust Administrator by letter to Certificateholders mailed no not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Trust Administrator will give such notice to the Swap Counterparty and 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 Master Servicer shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, Trustee or its Custodian, the Trust Administrator of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Trust Administrator shall promptly release to the Securities Administrator Depositor or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities 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 6.01 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-mentioned written notice, the Securities 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 Securities 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 Issuing EntityTrust Fund. If within one year after the second notice all Certificates Fremont 2006-E Pooling & Servicing Agreement 179 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Servicers under this Agreement, the M&T Servicing Agreement and the GreenPoint Servicing Agreement 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 AccountDistribution Accounts, the Securities Administrator Trustee shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 of the Securities AdministratorTrustee set forth herein. If the Terminator elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Terminator shall notify the Trustee of the date the Terminator intends to terminate the Trust Fund. The Terminator shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Terminator. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer Terminator shall cause all funds in the Master Servicer Collection Account to be deposited 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request request for Release release therefor, the Custodian, on behalf of the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master ServicerTerminator, as applicable, applicable the Mortgage Files for the Mortgage LoansLoans and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year two years after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to hereto and the Class R Certificateholders of Trustee shall release such funds and assets, the Securities Administrator shall have no further duties or obligations with respect theretoupon written direction.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator determines Servicer notifies the Trustee 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 Securities Administrator Trustee shall promptly send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or Certificateholder. If the Servicer elects to terminate the Trust Fund pursuant to clause (iia) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such ClassSection 9.01, the Securities Administrator it shall notify the Certificateholders within seven (7) Business Days after such Determination Date that Depositor and the Trustee of the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation Date and surrender of the Certificates at the office applicable repurchase price of the Securities AdministratorMortgage Loans and REO Properties by no later than the 10th day of the month of the final distribution. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator Trustee by letter to Certificateholders mailed no not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Trustee will give such notice to the Swap Counterparty and 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 Master Servicer shall remit the applicable Termination Price in immediately available funds at least two Business Days prior to the applicable Distribution Date and 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 Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. During the time such funds are held in such Collection Account, such funds shall be invested, at the direction of the Servicer, in Permitted Investments, and the Servicer shall be entitled to all income from such investments, and shall be responsible for all losses from such investments. In connection with any such termination of the Trust Fund, the Servicer shall cause all funds in Collection Account, including the applicable Termination Price for the Mortgage Loans and REO Properties, to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator Servicer or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Servicer, the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 hereof each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02, (ii) as to the Class C Certificates, upon any exercise of the purchase option set forth in clause (a) of Section 9.01, held by the Trust after the distribution pursuant to clause (i) above and (iii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims, which retained amounts shall also be released to the Class C Certificates or the Residual Certificates, as applicable, as and to the extent such amounts shall no longer be required to be so retained). 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 set forth in the Preliminary Statement upon liquidation of the Trust). 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 Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

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

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 of the Trustee specified in the final distribution notice to Certificateholders. If [Master Servicer] elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the [Master Servicer] shall notify the Depositor, the Securities Administrator, the Trustee of the date the [Master Servicer] intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the [Master Servicer]. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. 116 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 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Servicer determines that there are no Outstanding 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 Distribution Account, the Servicer shall notify the Securities Administrator Administrator, which shall promptly send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities AdministratorCertificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no later not earlier than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed and no later than one Business Day following completion the tenth day of the month of such Auction)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, 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 Securities Administrator will shall 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 givenThe Sponsor shall, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be deposited in the Distribution Account on no later than the Business Day prior to the applicable Distribution Date in an amount equal to on which the final distribution in respect of is to be made, remit the Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release Termination Price to the Securities Administrator or for deposit in the Master Servicer, as applicable, the Mortgage Files for the Mortgage LoansDistribution Account. Upon presentation and surrender of the Certificates, the Securities Administrator 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 6.01 hereof each case on the final Distribution Date and in the order set forth in Section 10.5, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to the Certificate Principal Balance thereof plus accrued interest thereon. 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 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 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 Issuing EntityTrust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class C, P, R Certificateholders and RX Certificateholders, upon written request to the Securities Administrator at the applicable Corporate Trust Office, shall be entitled to all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator Trustee will give such notice to the Swap Counterparty NIMs Insurer and 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 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee (or its Custodian, custodian) shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicers notify the 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 Securities Administrator shall promptly send a Notice of Final Distribution to the applicable Certificateholders. If Avelo exercises its option to terminate the Trust Fund pursuant to clause (a) of Section 11.01, or if an Auction Call is requested pursuant to clause (b) of such Section, the Master Servicer, pursuant to the applicable Step 2 Assignment Agreements and by no later than the tenth (10th) day of the month of final distribution notice promptly to distribution, shall notify the Trustee, each Certificateholder or (ii) Servicer and the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Date and surrender of the Certificates at the office applicable sale price of the Securities AdministratorMortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator by letter to Certificateholders mailed no not later than the last calendar fifteenth (15th) day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will give such notice to the Swap Counterparty and 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 is giventhe Mortgage Loans (and REO Properties) and all rights and obligations under the Servicing Agreements are purchased or sold pursuant to Section 11.01 and pursuant to the applicable Step 2 Assignment Agreement, the Master Servicer shall cause all funds in on behalf of the Master Servicer Collection Account Trustee is required thereunder to be deposited in remit to the Distribution Account Securities Administrator the applicable Termination Price on the Business Day prior to applicable Remittance Date immediately preceding the applicable final Distribution Date in an amount equal to the final distribution in respect of the CertificatesDate. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Securities Administrator and the Custodians of a Request request for Release thereforrelease therefor in the form of Exhibit L, Exhibit L-1, Exhibit L-2 or Exhibit L-3, as applicable, the Trustee, or its Custodian, Master Servicex xxxxx xxxxxx xhe Custodians to release and the relevant Custodians shall promptly release to the Securities Administrator Master Servicer or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor, the Master Servicer, the Securities Administrator, the Trustee and the Custodians hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 hereof each case on the final Distribution Date and in the order set forth in Section 4.01, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims). The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Pass-Through Rates and actual Class Certificate Balances or notional principal balances set forth in the Preliminary Statement upon liquidation of the Trust Fund. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six (6) months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If If, on any Determination Remittance Date, (i) the Servicers notify the 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 Securities Administrator shall promptly send a Notice of Final Distribution to the applicable Certificateholders. If either Avelo or the Master Servicer exercise their respective option to 108 terminate the Trust Fund pursuant to clause (a) of Section 11.01, or the Master Servicer exercises its Back-Up Optional Call, in each case pursuant to clause (b) of Section 11.01, by no later than the 10th day of the month of the final distribution notice promptly distribution, the Master Servicer, pursuant to the applicable Step 2 Assignment Agreements, shall notify the Trustee, each Certificateholder or (ii) Servicer and the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Date and surrender of the Certificates at the office applicable sale price of the Securities AdministratorMortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator by letter to Certificateholders mailed no not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will give such notice to the Swap Counterparty and 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 is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account Mortgage Loans (and REO Properties) are purchased or sold pursuant to be deposited in the Distribution Account on the Business Day prior Section 11.01 and pursuant to the applicable Distribution Date in an amount equal Step 2 Assignment Agreement, the Trustee is required thereunder to remit to the Securities Administrator the applicable Termination Price on the applicable Remittance Date immediately preceding the applicable final distribution in respect of the CertificatesDistribution Date. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Securities Administrator and the Custodians of a Request for Release therefor, the Trustee, or its Custodian, Master Servicer shall direct the Custodians to release and the relevant Custodians shall promptly release to the Securities Administrator Master Servicer or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 hereof each case on the final Distribution Date and in the order set forth in Section 4.01, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims). The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Pass-Through Rates and actual Class Certificate Balances or notional principal balances set forth in the Preliminary Statement upon liquidation of the Trust Fund. In the event that any affected Certificateholders Certificateholder shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 109 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer determines that there are no Outstanding related Mortgage Loans and no other funds or assets in the related Sub-Trust Fund relating to the Mortgage Loans other than the related funds in the Master Servicer Collection Protected Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the related Majority Class CE Certificateholder or the Master Servicer, as applicable, elects to terminate the related Sub-Trust pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the related Certificateholders, the related Majority Class CE Certificateholder or the Master Servicer, as applicable, shall notify the Depositor and the Trustee of the date the related Majority Class CE Certificateholder or the Master Servicer, as applicable, intends to terminate the related Sub-Trust. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such related Optional Termination by the related Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of any partial termination of the Issuing Entityrelated Sub-Trust, 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 Securities Administrator Trustee by letter to related Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 related Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, 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 Securities Administrator Trustee will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to related Certificateholders. In the event such notice is given, the Master Servicer shall cause all related funds in the Master Servicer Collection Protected 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 related Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity related Sub-Trust and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, Sponsor as applicable, applicable the Mortgage Files for the related Mortgage LoansLoans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any related REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to related Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the related Class R Certificateholders shall be entitled to all related unclaimed funds and other related assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder and the NIMs Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no later than as soon as practicable after a determination is made pursuant to the last calendar day of the month immediately preceding the month of such final distribution paragraph (or with respect to an AuctionOptional Termination, mailed no later than one Business Day following completion of such AuctionOptional 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 Securities Administrator Trustee will give such notice to the NIMs Insurer, the Swap Counterparty, Cap Contract Counterparty and 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 remit all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, Trustee or its Custodian, the custodian of a Request for Release therefor, the Trustee, Trustee or its Custodian, the custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall not have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer determines that there are no Outstanding related Mortgage Loans and no other funds or assets in the related Sub-Trust Fund relating to the Mortgage Loans other than the related funds in the Master Servicer Collection Protected Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the related Majority Class CE Certificateholder or the Master Servicer, as applicable, elects to terminate the related Sub-Trust pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the related Certificateholders, the related Majority Class CE Certificateholder or the Master Servicer, as applicable, shall notify the Depositor, each Swap Provider and the Trustee of the date the related Majority Class CE Certificateholder or the Master Servicer, as applicable, intends to terminate the related Sub-Trust. The related Majority Class CE Certificateholder or Master Servicer, as applicable, shall remit the Mortgage Loan Purchase Price to the Trustee two Business Days prior to the Distribution Date for such related Optional Termination by the related Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of any partial termination of the Issuing Entityrelated Sub-Trust, 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 Securities Administrator Trustee by letter to related Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 related Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, 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 Securities Administrator Trustee will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to related Certificateholders. In the event such notice is given, the Master Servicer shall cause all related funds in the Master Servicer Collection Protected 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 related Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, Seller as applicable, applicable the Mortgage Files for the related Mortgage LoansLoans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any related REO Property. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to related Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the related Class R Certificateholders shall be entitled to all related unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator 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 notify the 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 Securities Administrator shall promptly send a Notice of Final Distribution to the applicable Certificateholders. If the Master Servicer exercises its option to terminate the Trust Fund pursuant to clause (a) of Section 11.01, by no later than the [10th] day of the month of the final distribution notice promptly distribution, the Master Servicer, pursuant to each Certificateholder or (ii) the Step 2 Assignment Agreements, shall notify the Trustee and the Securities Administrator determines that a Class of Certificates shall be retired after a the final distribution on such ClassDistribution Date and of the applicable sale price of the Mortgage Loans and REO Properties. In the event the Mortgage Loans (and REO Properties) and all rights and obligations under the Servicing Agreements are sold pursuant to Section 11.01 and pursuant to the applicable Step 2 Assignment Agreement, the Securities Administrator shall notify on behalf of the Certificateholders within seven (7) Business Days after such Determination Date that Trustee is required thereunder to remit to the final distribution in retirement of such Class of Certificates is scheduled to be made Master Servicer the applicable Termination Price on the Remittance Date immediately following preceding the applicable 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 Securities Administrator. Notice of any partial termination of the Issuing 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Securities Administrator and the Custodian of a Request for Release therefor, the Trustee, or its Custodian, Master Servicer shall direct the Custodian to release and the Custodian shall promptly release to the Securities Administrator Master Servicer or its designee the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due the amounts allocable to such Certificates held Master Servicer, the Securities Administrator and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 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 4A-IO Certificates), the Certificate Balance thereof plus for each such Class and the Class 4A-IO Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account after application pursuant to clause (i) above (other than the amounts retained to meet claims). The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Pass-Through Rates and actual Class Certificate Balances or notional principal balances set forth in the Preliminary Statement upon liquidation of the Trust Fund. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R RC Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no later than as soon as practicable after a determination is made pursuant to the last calendar day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)paragraph. 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 Securities Administrator 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 Master Servicer shall cause remit all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall not have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Certificate Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution 144 notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Terminator elects to terminate pursuant to clause (a) of Section 9.01, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, such electing party shall notify the Depositor and the Trustee of the date such electing party intends to terminate and of the applicable repurchase price of the related Mortgage Loans and REO Properties. Notice of any partial termination of the Issuing Entitytermination, 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 Securities Administrator Trustee by letter to related Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Terminator will give such notice to the Swap Counterparty and 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 Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee of a Request for File Release therefor, the Trustee, or its Custodian, Co-Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each affected Class the amounts allocable to such Certificates held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class A-R Certificateholders Certificates shall be entitled to all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Securities Administrator Trustee shall send a final distribution notice promptly to each Certificateholder and to the Class A-1B Certificate Insurer or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders and to the Class A-1B Certificate Insurer mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 Master Servicer shall cause all funds in the Master Servicer 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 CertificatesCertificates and any Reimbursement Amounts due to the Class A-1B Certificate Insurer. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee (or its Custodian, custodian) shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class and to the Class A-1B Certificate Insurer the amounts allocable to such Certificates and to the Class A-1B Certificate Insurer held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all Certificates shall 130 not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator Trustee shall have no further duties or obligations with respect thereto.

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

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Accounts and Certificate Account, the Securities Administrator Trustee shall promptly send a final distribution notice promptly to each Certificateholder Certificateholder. If the Terminating Entity elects to terminate the Trust Fund or (ii) the Securities Administrator determines that a Class Auction Purchaser purchases the Mortgage Loans pursuant to Section 9.01, at least 10 days prior to the first day of Certificates shall be retired after a final distribution on such Classthe Optional Termination Notice Period, the Securities Administrator Terminating Entity or the Auction Purchaser, as applicable, shall notify any other Servicer, the Certificateholders within seven (7) Business Days after such Determination Date that Master Servicer, the final distribution in retirement of such Class of Certificates is scheduled to be made on Rating Agencies, the immediately following Distribution Date. Any final distribution made pursuant to Swap Counterparty and the immediately preceding sentence will be made only upon presentation and surrender Trustee of the Certificates at date it intends to terminate the office Trust Fund and of the Securities Administratorapplicable repurchase price of the Mortgage Loans and REO Properties. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no not earlier than the 15th day and not later than the last calendar 25th day of the month immediately next preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will Trustee shall give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to Certificateholders. In On the event such notice is givenfinal Distribution Date, the Master Servicer Trustee shall cause all funds in the Master Servicer Collection Account to be deposited in the Distribution Account on the Business Day prior distributed to the applicable Distribution Date in an amount equal to the final distribution in respect Certificateholders of the Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trusteeeach Class, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon upon presentation and surrender of the Certificates, and to the Securities Administrator shall cause to be distributed to Certificateholders of each Class Trustee 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 6.01 hereof on foregoing, if the final Distribution Date and has occurred as a result of a Terminating Entity’s or Auction Purchaser’s purchase of the Trust Fund pursuant to Section 9.01, all amounts, if any, in proportion excess of the Par Value shall be distributed by the Trustee directly to their respective Percentage Intereststhe Class R-II Certificates. 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 Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund 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 Securities Administrator shall have no further duties or obligations with respect theretothis Agreement.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. If the Servicer or Majority B-IO Holder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the party electing such termination shall notify the Depositor and the Securities Administrator of the date such person intends to terminate the Trust Fund. The party electing to terminate the Trust Fund will remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination. If the Majority B-IO Holder directs the Servicer to exercise the Optional Termination on their behalf, the Majority B-IO Holder shall reimburse the Servicer for its reasonable out-of-pocket expenses incurred in connection with such Optional Termination and shall indemnify and hold harmless the Servicer for any losses, liabilities or expenses resulting from any claims directly resulting from or relating to the Servicer’s termination of the Trust Fund at the direction of the Majority B-IO Holder, except to the extent such losses, liabilities or expenses arise out of or result from the Servicer’s negligence, bad faith or willful misconduct. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 all funds in the Protected Account to be remitted to the Master Servicer for deposit in the Master Servicer Collection account and the Master Servicer shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund 156 and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator Servicer (either for itself or on behalf of the Master Servicer, as applicable, Majority B-IO Holder) 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 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 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Securities Master Servicer shall direct the Trust Administrator shall promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or Certificateholder. If the Master Servicer elects to terminate a portion of the Trust Fund pursuant to clause (iia) of Section 10.01, by purchasing certain Mortgage Loans and REO Properties by no later than the Securities Administrator determines that a Class 10th day of Certificates shall be retired after a the month of the expected final distribution on such Classdistribution, the Securities Administrator Master Servicer shall notify the Certificateholders within seven (7) Business Days after Depositor and the Trust Administrator of the Distribution Date on which the Master Servicer intends to terminate such Determination Date that portion of the Trust 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 month of the expected final distribution in retirement of such Class of Certificates is scheduled to be made on for 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 Securities Administratorrelated Certificates. Notice of any partial termination of a portion of the Issuing EntityTrust Fund, specifying the Distribution Date on which the related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Trust Administrator by letter to the related Certificateholders mailed no not later than the last calendar 10th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the related 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 related Certificates at the office therein specified. The Securities Trust Administrator will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to Certificateholders. In connection with any such termination of a portion of the event such notice is givenTrust Fund, the Master Servicer shall cause all funds in the Master Servicer Collection Account Account, including the Clean-up Call Mortgage Loan Price and Clean-up Call REO Property Price for the related 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 receipt of written notice of such final deposit by the Master Servicer with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trust Administrator of a Request for Release therefor, the Trustee, or its Custodian, Trust Administrator shall promptly release to the Securities Administrator or the Master Servicer, as applicableor its designee, the Mortgage Files for the related Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Trust Administrator 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 6.01 hereof 4.02 hereof, on the final Distribution Date and for the related Certificates, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each related Class of Regular Certificates, the Certificate Principal Balance thereof plus accrued interest thereon (or on their Notional Amount, in the case of the Interest-Only Certificates) and (ii) as to the Residual Certificates, the amount, if any, that remains on deposit in the Distribution Account (other than the amounts retained to meet claims) and (iii) as to the Class 1-A-X Certificates, the amount, if any, that remains on deposit in the Group 1 Basis Risk 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 Securities 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 Securities 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 of the Upper-Tier REMIC that remain a part of the Issuing Entity. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, subject hereto and (i) the Class A-LR Certificateholders shall be entitled to all unclaimed funds and other assets of Lower-Tier REMIC A and Lower-Tier REMIC B and (ii) the Class A-R Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Middle-Tier REMIC and the Upper-Tier REMIC, in each case, that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Securities Master Servicer shall direct the Trust Administrator shall promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder or Certificateholder. If the Master Servicer elects to terminate a portion of the Trust Fund pursuant to clause (iia) of Section 10.01, by purchasing certain Mortgage Loans and REO Properties by no later than the Securities Administrator determines that a Class 10th day of Certificates shall be retired after a the month of the expected final distribution on such Classdistribution, the Securities Administrator Master Servicer shall notify the Certificateholders within seven (7) Business Days after Depositor and the Trust Administrator of the Distribution Date on which the Master Servicer intends to terminate such Determination Date that portion of the Trust 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 month of the expected final distribution in retirement of such Class of Certificates is scheduled to be made on for 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 Securities Administratorrelated Certificates. Notice of any partial termination of a portion of the Issuing EntityTrust Fund, specifying the Distribution Date on which the related Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Trust Administrator by letter to the related Certificateholders mailed no not later than the last calendar 10th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)distribution. Any such notice Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the related 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 related Certificates at the office therein specified. The Securities Trust Administrator will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to Certificateholders. In connection with any such termination of a portion of the event such notice is givenTrust Fund, the Master Servicer shall cause all funds in the Master Servicer Collection Account Account, including the Clean-up Call Mortgage Loan Price and Clean-up Call REO Property Price for the related 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 receipt of written notice of such final deposit by the Master Servicer with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trust Administrator of a Request for Release therefor, the Trustee, or its Custodian, Trust Administrator shall promptly release to the Securities Administrator or the Master Servicer, as applicableor its designee, the Mortgage Files for the related Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Trust Administrator 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 6.01 hereof 4.02 hereof, on the final Distribution Date and for the related Certificates, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each related Class of Regular Certificates, the Certificate Principal Balance thereof plus accrued interest thereon (or on their Notional Amount, in the case of the Interest-Only Certificates) and (ii) as to the Residual Certificates, the amount, if any, that remains on deposit in the Distribution Account (other than the amounts retained to meet claims) and (iii) as to the Class 1-A-X or Class 2-A-X Certificates, the amount, if any, that remains on deposit in the Group 1 Basis Risk Account or the Group 2 Basis Risk Account, as applicable (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 Securities 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 Securities 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 of the Upper-Tier REMIC that remain a part of the Issuing Entity. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, subject hereto and (i) the Class A-LR Certificateholders shall be entitled to all unclaimed funds and other assets of Lower-Tier REMIC A and Lower-Tier REMIC B and (ii) the Class A-R Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Middle-Tier REMIC and the Upper-Tier REMIC, in each case, that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator determines 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 Securities Administrator shall send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities AdministratorAdministrator specified in such notice. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no later than the last calendar day of the month immediately preceding the month of such final distribution (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 Securities Administrator 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 Master Servicer Securities Administrator shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Certificate Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, neither the Securities Administrator nor the Trustee shall not have no any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Securities Master Servicer shall direct the Trust Administrator shall promptly to send a final distribution notice promptly to each Certificateholder or Certificateholder. If the Master Servicer elects to exercise its termination rights pursuant to clause (iia) of Section 10.01, at least 5 days prior to the Securities Administrator determines that a Class of Certificates shall date notice is to be retired after a final distribution on such Classmailed to the affected Certificateholders, the Securities Administrator Master Servicer shall notify the Certificateholders within seven (7) Business Days after such Determination Date that Depositor and 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 Trust Administrator of the Certificates at date the office of the Securities AdministratorMaster Servicer intends to exercise its termination rights. Notice of any partial termination of the Issuing EntityTrust 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 Securities Trust Administrator by letter to related Certificateholders mailed no later not earlier than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no and not later than one Business Day following completion the 5th day of the month of such Auction)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 Securities Trust Administrator will give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to related 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 Issuing Entity and the receipt by the Trustee, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the related Certificates, the Securities 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 6.01 hereof 4.02 hereof, on the final Distribution Date and Date, in the case of the Certificateholders of the same Class, in proportion to their respective Percentage Interests, 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-mentioned written notice, the Securities 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 Securities 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 Issuing Entity. If within one year after the second notice all Certificates shall not have been surrendered for cancellationMaster REMIC which remain subject hereto, and then 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 all unclaimed funds and other assets of the Issuing Entity 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 Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Servicer determines 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 Securities Administrator Servicer shall direct the Trustee promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder. If the Servicer or the Class X Certificateholder or (ii) elects to terminate the Securities Administrator determines that a Class Trust Fund pursuant to Section 9.01, at least 20 days prior to the date the Notice of Certificates shall Final Distribution is to be retired after a final distribution on mailed to the affected Certificateholders such Class, the Securities Administrator electing party shall notify the Certificateholders within seven (7) Business Days after such Determination Date that Depositor and the Trustee of the final distribution in retirement of such Distribution Date the Servicer or the Class of Certificates is scheduled X Certificateholder intends to be made on terminate the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation Trust Fund and surrender of the Certificates at the office applicable repurchase price of the Securities AdministratorMortgage Loans and REO Properties. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator Trustee by letter to Certificateholders mailed no not earlier than the 10th day and not later than the last calendar 15th day of the month immediately next preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Trustee will give such notice to the Swap Counterparty and 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 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Securities Administrator or Servicer the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the amounts allocable to such Certificates held Servicer, the Depositor and the Trustee hereunder), in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Remittance Date, (i) the Securities Administrator Master Servicer 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 any Collection Account, the Master Servicer shall direct the Securities Administrator shall promptly to send a final distribution notice promptly Notice of Final Distribution to each Certificateholder and to the Swap Counterparty. If the Master Servicer (upon instruction from the Depositor or voluntarily) elects to exercise their option to purchase the Mortgage Loans pursuant to clause (iia) of Section 11.01, at least 20 days prior to the date the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor, the Swap Counterparty and the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution (a) the date on which the Master Servicer intends to exercise such Class, purchase option and (b) the 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 DateTermination Price. 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 Securities Administrator. A Notice of any partial termination of the Issuing EntityFinal 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 Securities Administrator by letter to Certificateholders mailed no not earlier than the 10th day and not later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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, 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 Securities Administrator will give such notice Notice of Final Distribution to the Swap Counterparty and to each Rating Agency at the time such notice Notice of Final Distribution is given to Certificateholders. In the event such notice Notice of Final Distribution is given, the Master Servicer shall cause all funds in the Master Servicer Collection Account to be deposited remitted to the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or Servicer the Master Servicer, as applicable, the Mortgage Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the Servicer, the Master Servicer, the Securities Administrator, the Depositor, the Trustee and the Swap Counterparty hereunder and payment of any amounts allocable due to such Certificates held the Supplemental Interest Trust as provided under Section 4.02), in the Distribution Account in the order and priority set forth in Section 6.01 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 noticeNotice of Final Distribution, the 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 such second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund which remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Distribution Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor and the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Majority Class C Certificateholder shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 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 Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, related Custodian of a Request for Release therefor, the Trustee, or its Custodian, related Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 Securities Administrator Trustee shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to MBIA and each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Certificateholders (and MBIA with respect to the Class A-5 Certificates) 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 Trustee. If the Company elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Company shall notify the Master Servicer, the Depositor, the Securities Administrator, MBIA, the Trustee and the Securities Administrator of the date the Company intends to terminate the Trust Fund. The Company shall remit the Mortgage Loan Purchase Price to the Master Servicer on the Business Day prior to the Distribution Date for such Optional Termination by the Company. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders and MBIA mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 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 Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the CertificatesCertificates and any MBIA Reimbursement Amounts due to MBIA. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator Company or the Master related Servicer, as applicable, applicable the Mortgage Files for the Mortgage LoansLoans and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class and to MBIA the amounts allocable to such Certificates and to MBIA held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Certificate Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 9.01, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date 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 partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Master Servicer 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 Master Servicer shall cause all funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Protected Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to the Certificate Insurer and each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the Certificateholders (and the Certificate Insurer with respect to the Class III-A Certificates) 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 Securities AdministratorTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Depositor, the Certificate Insurer and the Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders and the Certificate Insurer mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer shall cause all funds in the Master Servicer Collection Protected 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 CertificatesCertificates and any Reimbursement Amounts due to the Certificate Insurer. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, EMC as applicable, 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 Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class and to the Certificate Insurer the amounts allocable to such Certificates and to the Certificate Insurer held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Distribution Account, the Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 of the Securities Administrator specified in the final distribution notice to Certificateholders. If the Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator, the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Majority Class C Certificateholder or EMC or its designee, as applicable, shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer shall cause all related funds in the Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 Securities Administrator shall cause to be distributed to Certificateholders of each Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Distribution Account, the Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. If the Majority Class CE Certificateholder or the Master Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class CE Certificateholder, the Swap Provider or the Master Servicer, as applicable, shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class CE Certificateholder or the Master Servicer, as applicable, intends to terminate the Trust Fund. The Majority Class I-C Certificateholder or EMC or its designee, as applicable, shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class CE Certificateholder or the Master Servicer, as applicable. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer shall cause remit all funds in the Master Servicer Collection Distribution Account to be deposited 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Custodian of a Request for Release therefor, the Trustee, or its Custodian, Custodian shall promptly release to the Securities Administrator or the Master Servicer, as applicable, 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 Securities Administrator shall cause to be distributed distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the 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 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Protected Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Master Servicer elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Master Servicer shall notify the Depositor and the 118 Trustee of the date the Master Servicer intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Master Servicer. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer shall cause all funds in the Master Servicer Collection Protected 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, Trustee or its Custodian, the Custodian shall promptly release to the Securities Administrator or the Master Servicer, EMC as applicable, 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 Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above-above mentioned written notice, the Securities Administrator Trustee shall give a second written notice to the remaining 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee determines based on the reports delivered by the Servicers under this Agreement and the Servicing Agreement 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 Distribution Account, the Securities Administrator Trustee shall to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 of the Securities AdministratorTrustee set forth herein. If the Depositor elects to terminate the Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Depositor shall notify the Trustee of the date the Depositor intends to terminate the Trust Fund. The Depositor shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Depositor. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator 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 Master Servicer Depositor shall cause all funds in the Master Servicer Collection Account to be deposited 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 receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, Trustee of a Request for Release therefor, the Trustee, or its Custodian, Trustee shall promptly release to the Securities Administrator or the Master ServicerDepositor, as applicable, applicable the Mortgage Files for the Mortgage LoansLoans and any documents necessary to transfer any REO Property. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year two years after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to hereto and the Class R Certificateholders of Trustee shall release such funds and assets, the Securities Administrator shall have no further duties or obligations with respect theretoupon written direction.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund relating to the Mortgage Group I Loans or Group II HELOCs, as applicable, other than the funds in the Master Servicer Collection Account, the Master Servicer shall direct the Securities Administrator shall to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the 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 Securities Administrator. If the Majority Class I-C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01(a), at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class I-C Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class I-C Certificateholder intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class I-C Certificateholder. If the Majority Class II-E Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01(b), at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class II-E Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class II-E Certificateholder intends to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class II-E Certificateholder. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator by letter to related Certificateholders mailed no not later than two Business Days after the last calendar day of the month immediately preceding Determination Date in the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 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 related Certificates at the office therein specified. The Securities Administrator will give such notice to the Swap Counterparty and to each Rating Agency and the Trustee 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 related Master Servicer 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 related Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity Trust Fund and the receipt by the Trustee, or its Custodian, related Custodian of a Request for Release therefor, the Trustee, or its Custodian, related Custodian shall promptly release to the Securities Administrator or the Master Servicer, Servicer as applicable, applicable the Mortgage Files for the related 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 related Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each related Class in accordance with the Remittance Report the amounts allocable to such Certificates held in the related Distribution Account in the order and priority set forth in Section 6.01 6.04 hereof on the final related 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 Securities Administrator shall give a second written notice to the remaining related 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 Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining related Certificateholders concerning surrender of their related Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Issuing EntityTrust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Issuing Entity Trust Fund that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Trustee 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 Accounts and Certificate Account, the Securities Administrator Trustee shall promptly send a final distribution notice promptly to each Certificateholder Certificateholder. If the Terminating Entity elects to terminate the Trust Fund or (ii) the Securities Administrator determines that a Class of Certificates shall Auction Purchaser purchases the Mortgage Loans pursuant to Section 9.01, at least 20 days prior to the date notice is to be retired after a final distribution on such Classmailed to the affected Certificateholders, the Securities Administrator Terminating Entity or the Auction Purchaser, as applicable, shall notify any other Servicer, the Certificateholders within seven (7) Business Days after such Determination Date that Master Servicer, the final distribution in retirement of such Class of Certificates is scheduled to be made on Rating Agencies, the immediately following Distribution Date. Any final distribution made pursuant to Swap Counterparty and the immediately preceding sentence will be made only upon presentation and surrender Trustee of the Certificates at date it intends to terminate the office Trust Fund and of the Securities Administratorapplicable repurchase price of the Mortgage Loans and REO Properties. Notice of any partial termination of the Issuing EntityTrust 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 Securities Administrator Trustee by letter to Certificateholders mailed no not earlier than the 15th day and not later than the last calendar 25th day of the month immediately next preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator will Trustee shall give such notice to the Swap Counterparty and to each Rating Agency at the time such notice is given to Certificateholders. In On the event such notice is givenfinal Distribution Date, the Master Servicer Trustee shall cause all funds in the Master Servicer Collection Account to be deposited in the Distribution Account on the Business Day prior distributed to the applicable Distribution Date in an amount equal to the final distribution in respect Certificateholders of the Certificates. Upon receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trusteeeach Class, or its Custodian, of a Request for Release therefor, the Trustee, or its Custodian, shall promptly release to the Securities Administrator or the Master Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon upon presentation and surrender of the Certificates, and to the Securities Administrator shall cause to be distributed to Certificateholders of each Class Trustee 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 6.01 hereof on foregoing, if the final Distribution Date and has occurred as a result of a Terminating Entity’s or Auction Purchaser’s purchase of the Trust Fund pursuant to Section 9.01, all amounts, if any, in proportion excess of the Par Value shall be distributed by the Trustee directly to their respective Percentage Intereststhe Class R-II Certificates. 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 Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust 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 all unclaimed funds and other assets of the Issuing Entity that Trust Fund 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 Securities Administrator shall have no further duties or obligations with respect theretothis Agreement.

Final Distribution on the Certificates. If on any Determination Date, (i) the Securities Administrator Master Servicer 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 Certificate Account, the Securities Administrator Master Servicer shall direct the Trustee to send a final distribution notice promptly to each related Certificateholder or (ii) the Securities Administrator Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator Trustee shall notify the 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 Securities AdministratorTrustee. If the Terminator elects to terminate pursuant to clause (a) of Section 9.01, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, such electing party shall notify the Depositor and the Trustee of the date such electing party intends to terminate and of the applicable repurchase price of the related Mortgage Loans and REO Properties. Notice of any partial termination of the Issuing Entitytermination, 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 Securities Administrator Trustee by letter to related Certificateholders mailed not earlier than the 10th day and no later than the last calendar 15th day of the month immediately preceding the month of such final distribution (or with respect to an Auction, mailed no later than one Business Day following completion of such Auction)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 Securities Administrator Terminator will give such notice to the Swap Counterparty and 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 Master Servicer 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 receipt of written notice of such final deposit with respect to the Issuing Entity and the receipt by the Trustee, or its Custodian, Trustee 153 of a Request for File Release therefor, the Trustee, or its Custodian, Co-Trustee shall promptly release to the Securities Administrator or the Master Servicer, as applicable, Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator Trustee shall cause to be distributed to Certificateholders of each affected Class the amounts allocable to such Certificates held in the Distribution Account (and, if applicable, the Carryover Reserve Fund) in the order and priority set forth in Section 6.01 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-above mentioned written notice, the Securities Administrator Trustee 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 Securities Administrator Trustee 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 Issuing EntityTrust Fund. If within one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class A-R Certificateholders Certificates shall be entitled to all unclaimed funds and other assets of the Issuing Entity that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Securities Administrator shall have no further duties or obligations with respect thereto.