Common use of Final Distribution on the Certificates Clause in Contracts

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts, the Servicer shall direct the Securities Administrator promptly to send a Notice of Final Distribution to each Certificateholder and the Swap Provider. If the Servicer so elects to terminate, by the 25th day of the month preceding the month of the final distribution, the Servicer shall notify the Depositor, the Securities Administrator and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its Collection Account to be 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 such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer the 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 Depositor, the Swap Provider and the Trustee hereunder), in each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Trustee and the Trust Administrator promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by at least 20 days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distributionaffected Certificateholders, the Servicer Depositor shall notify the DepositorServicer, the Securities Administrator Trustee and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder Trust Administrator of the date the Servicer Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Fremont 2005-A Pooling & Servicing Agreement give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trust Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Trustee or the Trust Administrator of a Request for Release therefor, the Securities Trustee or the Trust Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer Depositor or its designee the 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 Servicer, the Depositor, the Swap Provider Master Servicer, the Trust Administrator and the Trustee hereunder), in 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 C Certificates), the Certificate Balance thereof plus for each such Class and the Class X C Certificates accrued interest thereon in the case of an interest interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above 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 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of the Class R Certificateholders Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, (i) the Servicer Securities Administrator determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccounts and Master Servicer Collection Account, the Servicer shall direct the Securities Administrator promptly to shall send a Notice of Final Distribution final distribution notice promptly to each Certificateholder and the Swap ProviderNIMs 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 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. If Any final distribution made pursuant to the Servicer so elects to terminateimmediately preceding sentence will be made only upon presentation and surrender of the Certificates at the office of the Securities Administrator specified in such notice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the 25th 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 distributiondistribution 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 the NIMs Insurer, the Servicer shall notify Swap Counterparty, Cap Contract Counterparty and to each Rating Agency at the Depositor, the Securities Administrator and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends time such notice is given to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO PropertiesCertificateholders. In the event such Notice of Final Distribution notice is given, the each Servicer shall cause all funds in its the related Collection Account to be remitted to deposited in the Master Servicer for deposit in the Distribution Collection 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 and the Master Servicer shall remit all funds in the Master Servicer Collection Account to the Securities Administrator for deposit in the Certificate Account on the Servicer Remittance Date in an amount equal to the final distribution in respect -152- of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Trustee or the Custodian on its behalf of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to Trustee or the Custodian and the Custodian on its behalf shall promptly release to the Servicer the Custodial Mortgage 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 the amounts due allocable to such Certificates held in the Servicer, Certificate Account in the Depositor, the Swap Provider order and the Trustee hereunder), priority set forth in each case Section 4.04 hereof on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which that remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which 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 any further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines Servicers determine that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts, the Servicer Servicers shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the either Servicer so individually elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by the 25th day of the month preceding the month of the final distribution, the such Servicer shall notify the Depositorother Servicers of such election at least 30 days prior to the date of the Notice of Final Distribution and such other Servicers shall have 5 days to elect to purchase the Mortgage Loans it services. If either Servicer or both Servicers so elect to terminate, at least 20 days prior to the Securities Administrator date the Notice of Final Distribution is to be mailed to the affected Certificateholders, such Servicer or Servicers shall notify the Depositor and the Trustee of the final Distribution Date the date such Servicer or the Class X Certificateholder of the date the Servicer intends Servicers intend to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. In the event such Notice of Final Distribution is given, the each Servicer shall cause all funds in its Collection Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the applicable Servicer or Servicers, as the case may be, the 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 ServicerServicers, the Depositor, the Swap Provider Depositor and the Trustee hereunder), in 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 interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the any Collection AccountsAccount, the Master Servicer shall direct the Securities Administrator promptly to send a Notice of Final Distribution to each Certificateholder and to the Swap ProviderCounterparty. If the Master Servicer so (upon instruction from the Depositor or voluntarily) elects to terminateexercise their option to purchase the Mortgage Loans pursuant to clause (a) of Section 11.01, by at least [ ] days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distributionaffected Certificateholders, the Master Servicer shall notify the Depositor, the Swap Counterparty and the Securities Administrator and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of (a) the date on which the Servicer intends to terminate exercise such purchase option and (b) the Trust Fund and Termination Price. A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the applicable repurchase price final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to Certificateholders mailed not earlier than the [ ]th day and not later than the [ ]th day of the Mortgage Loans month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and REO Propertiessurrender 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 (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such Notice of Final Distribution to the Swap Counterparty and to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be 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 such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Custodian of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer the 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 Swap Provider Trustee and the Trustee Swap Counterparty hereunder), in 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 [X] Certificates), the Certificate Balance thereof plus for each such Class and the Class X [X] Certificates accrued interest thereon in the case of an interest 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 [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 [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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R [R] Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the [LIBOR] Certificates is less than [ ]% of the Initial Aggregate Certificate Principal Balance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans, the Underlying Securities and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee shall consult [ ] or any other financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 11.02(a). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold. (b) On any Distribution Date on or after the first Distribution Date on which the Asset Balance for such date is less than ten percent of the Cut-off Date Asset Balance, either the Majority Holder of the Residual Certificates or the Master Servicer, acting directly or through one or more Affiliates, may purchase from the Trustee all (but not fewer than all) of the Loan Assets and all other property of the Trust Fund at a cash price equal to the sum of (w) the greater of (i) the sum of the unpaid principal balance of each Mortgage Loan and the Underlying Securities Balance immediately prior to the date of purchase and (ii) the fair market value of such Mortgage Loans and Underlying Securities (disregarding accrued interest), (x) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon and any accrued and unpaid interest on the Underlying Securities to but not including the related Distribution Date, (y) any unreimbursed Servicing Advances with respect to such Mortgage Loan and (z) the fair market value of all other property of the Trust Fund (such amount, the “Termination Price”). Either the Majority Holder of the Residual Certificates or the Master Servicer, as applicable shall deliver written notice of its intention to exercise such option to the Trustee and the Master Servicer no fewer than ten days prior to the applicable Distribution Date. The right of the Majority Holder of the Residual Certificates so to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right if the Majority Holder of the Residual Certificates explicitly declines to do so. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (c) If on any Remittance Date, Determination Date the Master Servicer determines that there are no Outstanding outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsCertificate Account, the Master Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution final distribution notice to each Certificateholder and the Swap ProviderCertificateholder. If the Master Servicer so or the Majority Holder of the Residual Certificates elects to terminateterminate the Trust Fund pursuant to clause (b) of Section 11.02, by at least [ ] days prior to the 25th day of date notice is to be mailed to the month preceding affected Certificateholders the month of the final distribution, the Master Servicer shall notify the Depositor, the Securities Administrator Depositor and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer such Person intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the [ ] day and no later than the [ ] day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such Notice of Final Distribution notice is given, the Master Servicer shall cause all funds in its Collection the Certificate Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Master Servicer the Custodial Mortgage 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 Servicer, the Depositor, the Swap Provider and the Trustee hereunder)Class, in each case on the final Distribution Date and in the order set forth in Section 4.025.08, 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 Certificates, the Class X Certificates), the Certificate Principal Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon (or on their Class Notional Balance, if applicable) in the case of an interest bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R [ ] Certificateholders shall be entitled to all al unclaimed funds and other assets of the Trust Fund which remain subject hereto. In connection with any purchase of the property of the Trust Fund pursuant to paragraphs (a), (b) or (c) of this Section 11.02, the Master Servicer shall reimburse itself and the Servicer for any amounts to be reimbursed to the Master Servicer or the Servicer pursuant to this Agreement from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Certificate Distribution Account. Promptly following any such purchase pursuant to paragraphs (a), (b) or (c) of this Section, the Trustee shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 11.02, or otherwise upon its order.

Final Distribution on the Certificates. 105 If on any Remittance Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer Trustee shall direct the Securities Administrator promptly to send a Notice of Final Distribution final distribution notice promptly to each Certificateholder and the Swap ProviderNIMs Insurer or (ii) the Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Trustee shall notify the Certificateholders within seven (7) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. If Any final distribution made pursuant to the Servicer so elects to terminateimmediately preceding sentence will be made only upon presentation and surrender of the Certificates at the office of the Trustee. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the 25th 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 distributiondistribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the Servicer shall notify the Depositor, the Securities Administrator and the Trustee location of the final office or agency at which such presentation and surrender must be made, and (c) that the Record Date otherwise applicable to such Distribution Date the Servicer or the Class X Certificateholder is not applicable, distributions being made only upon presentation and surrender of the date Certificates at the Servicer intends office therein specified. The Trustee will give such notice to terminate the Trust Fund NIMs Insurer and of each Rating Agency at the applicable repurchase price of the Mortgage Loans and REO Propertiestime such notice is given to Certificateholders. In the event such Notice of Final Distribution notice is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer for deposit deposited in the Distribution Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Servicer Trustee or the Custodial NIMs 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 the Certificateholders of each Class (after reimbursement of all the amounts due allocable to such Certificates held in the Servicer, Certificate Account in the Depositor, the Swap Provider order and the Trustee hereunder), priority set forth in each case Section 4.04 hereof on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which that remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If If, on any Remittance Date, the Servicer determines notifies the Trustee that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsCustodial Account, the Servicer Trustee shall direct the Securities Administrator promptly to send a Notice of Final Distribution to each Certificateholder and the Swap Providerapplicable Certificateholders. If the Depositor exercises its option to request that the Servicer so elects terminate the Trust Fund pursuant to terminateSection 9.01, the Servicer, pursuant to the Step 2 Assignment Agreements and by no later than the 25th tenth (10th) day of the month preceding the month of the final distribution, the Servicer shall notify the Depositor, the Securities Administrator and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends to terminate the Trust Fund and of the applicable repurchase sale price of the Mortgage Loans and REO Properties. In A Notice of Final Distribution, specifying the event Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not later than the 15th day of the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is givengiven to Certificateholders. In the event the Mortgage Loans (and REO Properties) and all rights and obligations under the Servicing Agreement are sold pursuant to Section 9.01 and pursuant to the Step 2 Assignment Agreements, the Servicer shall cause all funds in its Collection Account is required thereunder to be remitted remit to the Master Servicer for deposit in Trustee the Distribution Account 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 such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee and the Custodian of a Request request for Release thereforrelease therefor in the form of Exhibit L hereto, as applicable, the Securities Administrator Trustee shall forward the Request for Release to direct the Custodian to release and the Custodian shall promptly release to the Servicer Trustee or its designee the 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 Servicer, the Depositor, the Swap Provider Trustee and the Trustee Custodian hereunder), in each case on the final Distribution Date and in the order set forth in Section 4.024.01, 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 interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 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) after application pursuant ). The foregoing provisions are intended to clause (i) abovedistribute 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 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so or the Class X Certificateholder elects to terminateterminate the Trust Fund pursuant to Section 9.01, by at least 20 days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distribution, the Servicer affected Certificateholders such electing party shall notify the Depositor, the Securities Administrator Depositor and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the date final distribution and cancellation, shall be given promptly by the Servicer intends Trustee by letter to terminate Certificateholders mailed not earlier than the Trust Fund 10th day and not later than the 15th day of the applicable repurchase price month next preceding the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the Mortgage Loans office or agency at which such presentation and REO Propertiessurrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency and the Swap Provider at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator Trustee shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer the 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 Servicer, the Depositor, the Swap Provider and the Trustee hereunder), in 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 interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have 146 been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so or the Class X Certificateholder elects to terminateterminate the Trust Fund pursuant to Section 9.01, by at least 20 days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distribution, the Servicer affected Certificateholders such electing party shall notify the Depositor, the Securities Administrator Depositor and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Custodian of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer the 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 Servicer, the Depositor, the Swap Provider Depositor and the Trustee hereunder), in 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 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. 129 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminate, by the 25th day of the month preceding the month of the final distribution, the Servicer shall notify the Depositor, the Securities Administrator and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 20 days prior to the date the Notice of Final Distribution is to be mailed to the affected Certificateholders such electing party shall notify the Depositor and the Trustee of the date the Servicer or the Class X Certificateholder intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Servicer the 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 Servicer, the Depositor, the Swap Provider and the Trustee hereunder)Class, in 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 CertificatesCertificate), the Certificate Balance thereof plus for each such Class and the Class X Certificates Certificate accrued interest thereon in the case of an interest 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 125 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 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines notifies the Trustee in writing that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap Provider. If the Servicer so elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by the 25th day of the month preceding the month of the final distribution, the Servicer shall notify the Depositor, the Securities Administrator Depositor and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder in writing of the date the Servicer intends to terminate the Trust Fund and of the applicable repurchase price Termination Price of the Mortgage Loans and REO Properties. In the event such Notice of Final Distribution is given, the Servicer shall promptly deposit such funds in the applicable Collection Account. During the time such funds are held in such Collection Account, such funds shall be invested, at the direction of the 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 its the Collection Account Account, including the applicable Termination Price for the Mortgage Loans and REO Properties to be remitted to the Master Servicer 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 such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator applicable Custodian of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian applicable Custodian, shall promptly release to the Servicer Servicer, or its designee, the 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 ServicerServicer (including all unreimbursed Advances and any Servicing Fees accrued and unpaid as of the date the Termination Price is paid), the Depositor, the Swap Provider Depositor and the Trustee hereunder), in 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 and 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator promptly to send a Notice of Final Distribution to each Certificateholder and the Swap Provider. If the Servicer so Majority Class X Certificateholder elects to terminateexercise its option to purchase the Mortgage Loans pursuant to clause (a) of Section 9.01, at least 20 days prior to the date the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Servicer, upon receipt of notice from the Majority Class X Certificateholder indicating its intent to exercise such purchase option, shall notify the Depositor and the Securities Administrator of (a) the date on which the Majority Class X Certificateholder intends to exercise such purchase option and (b) the Termination Price. A Notice of Final 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 25th Securities Administrator by letter to Certificateholders mailed not earlier than the ___ day and not later than the ___ day of the month preceding of such final distribution. Any such Notice of Final Distribution shall specify (a) the month 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 Servicer shall notify location of the Depositoroffice or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator and will give such Notice of Final Distribution to each Rating Agency at the Trustee time such Notice of the final Final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends is given to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO PropertiesCertificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Securities Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Custodian of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer Majority Class X Certificateholder the 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 Depositor, the Swap Provider Trustee and the Trustee Securities Administrator hereunder), in 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 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Accounts, the Servicer shall direct the Securities Administrator promptly to send a Notice of Final Distribution to each Certificateholder and the Swap Provider. If the Servicer so elects to terminate, by the 25th day of the month preceding the month of the final distribution, the Servicer shall notify the Depositor, the Securities Administrator and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. 181 surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Servicer will give such Notice of Final Distribution to each Rating Agency and the Swap Provider at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its Collection Account to be 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 such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer the 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 Depositor, the Swap Provider and the Trustee hereunder), in 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 interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminate, by the 25th day of the month preceding the month of the final distribution, the Servicer shall notify the Depositor, the Securities Administrator and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 20 days prior to the date the Notice of Final Distribution is to be mailed to the affected Certificateholders such electing party shall notify the Depositor and the Trustee of the date the Servicer or the Class X Certificateholder intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Servicer the 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 Servicer, the DepositorCertificate Insurer, the Swap Provider Depositor and the Trustee hereunder), in 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 interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Trustee and the Trust Administrator promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by at least 20 days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distributionaffected Certificateholders, the Servicer Depositor shall notify Fremont [200___-___] Pooling & Servicing Agreement the DepositorServicer, the Securities Administrator Trustee and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder Trust Administrator of the date the Servicer Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of Final 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 Trust Administrator by letter to Certificateholders mailed not later than the 15th day of the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trust Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Trustee or the Trust Administrator of a Request for Release therefor, the Securities Trustee or the Trust Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer Depositor or its designee the 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 Servicer, the Depositor, the Swap Provider Master Servicer, the Trust Administrator and the Trustee hereunder), in 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 C Certificates), the Certificate Balance thereof plus for each such Class and the Class X C Certificates accrued interest thereon in the case of an interest interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account with respect to the related REMIC (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the 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 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have Fremont [200___-___] Pooling & Servicing Agreement been surrendered for cancellation, the Class R Certificateholders Holders of the Residual Certificates with respect to their related REMIC shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccounts and Certificate Account, the Servicer Trustee shall direct the Securities Administrator promptly to send a Notice of Final Distribution final distribution notice to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so Terminating Entity elects to terminateterminate the Trust Fund or the Auction Purchaser purchases the Mortgage Loans pursuant to Section 9.01, by at least 20 days prior to the 25th day of date notice is to be mailed to the month preceding the month of the final distributionaffected Certificateholders, the Servicer Terminating Entity or the Auction Purchaser, as applicable, shall notify the Depositorany other Servicer, the Securities Administrator Master Servicer, the Rating Agencies and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer it intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. In the event such Notice of Final Distribution is givenany termination of the Trust Fund, the Servicer shall cause all funds in its Collection Account to be remitted to the Master Servicer for deposit in specifying the Distribution Account Date on the Business Day prior to the applicable Distribution Date in an amount equal to which Certificateholders may surrender their Certificates for payment of the final distribution in respect and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the Certificates. Upon month next preceding the month of such final deposit with respect 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 (d) that the Record Date otherwise applicable to the Trust Fund and the receipt by the Securities Administrator of a Request for Release thereforsuch Distribution Date is not applicable, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer the Custodial Files for the Mortgage Loans. Upon distributions being made only upon presentation and surrender of the CertificatesCertificates at the office therein specified. The Trustee shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. On the final Distribution Date, the Securities Administrator Trustee shall cause to be distributed to the Certificateholders of each Class (after reimbursement Class, upon presentation and surrender of all amounts due the Certificates, and to the Servicer, the Depositor, the Swap Provider Trustee and the Trustee hereunder)Credit Risk Manager distributions and payments in accordance with Section 4.02. Notwithstanding the foregoing, in each case on if 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 has occurred as a result of a Terminating Entity’s or Auction Purchaser’s purchase 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 Trust Fund pursuant to Section 4.02 and (ii) as to the Residual Certificates9.01, the amountall amounts, if any, which remains on deposit in excess of the Distribution Account (other than Par Value shall be distributed by the amounts retained Trustee directly to meet claims) after application pursuant to clause (i) abovethe 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 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R and Class R-II Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject heretohereto and the Trustee shall be discharged from all further liability with respect to the Certificates and this Agreement.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap Provider. If the Servicer so (at the direction of the Majority Class X Certificateholder) or the NIM Insurer elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by at least 20 days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distributionaffected Certificateholders, the Servicer Majority Class X Certificateholder or the NIM Insurer, as applicable, shall notify the Depositor, the Securities Administrator Servicer and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer such Person intends to terminate that the Trust Fund be terminated and of the applicable repurchase price of the Mortgage Loans and REO Properties. The Servicer shall be entitled to reasonably rely on a representation from the Majority Class X Certificateholder that it is the Majority Class X Certificateholder and is entitled under this Agreement to direct the Servicer to terminate the Trust Fund. A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not later than the 15th day of the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Majority Class X Certificateholder or the NIM Insurer, as applicable, shall remit the applicable Termination Price in immediately available funds to the Servicer at least two Business Days prior to the applicable Distribution Date, and upon receipt of such funds from such party, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer 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 Majority Class X Certificateholder or the NIM Insurer, as applicable, in Permitted Investments, and such party shall be entitled to all income from such investments, and shall be responsible for, and shall reimburse the Servicer for all losses from such investments. The Majority Class X Certificateholder shall be obligated to reimburse the Servicer for its reasonable out-of-pocket expenses incurred in connection with its termination of the Trust Fund at the direction of the Majority Class X Certificateholder and shall indemnify and hold harmless 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 Class X Certificateholder, except to the extent such losses, liabilities or expenses arise out of or result from the Servicer's negligence, bad faith or willful misconduct. 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 such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Custodian of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer or the NIM Insurer, as applicable, or their respective designees, the 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 Servicer, the Depositor, the Swap Provider Depositor and the Trustee hereunder), in 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 interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by no later than the 25th 10th day of the month preceding the month of the final distribution, the Servicer shall notify the Depositor, the Securities Administrator Depositor and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not later than the 15th day of the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Servicer or its designee the 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 Servicer, the Depositor, the Swap Provider Depositor and the Trustee hereunder), in 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 or Class N Notional Amount with respect to the Class N Certificates plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Servicer Remittance Date, the Servicer determines notifies the Trustee and the Certificate Insurer in writing that there are no related Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer Trustee shall direct the Securities Administrator promptly to send a Notice of Final Distribution to each related Certificateholder and the Swap Provider. If the Servicer so related Terminating Entity elects to terminateterminate the Trust Fund pursuant to clause (a) or (b), as applicable, of Section 9.01, by the 25th day of the month preceding the month of the final distribution, the Servicer related Terminating Entity shall notify in writing the Depositor, the Securities Administrator Servicer, the Trustee, the Swap Provider and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder Certificate Insurer of the date the Servicer related Terminating Entity intends to terminate the Trust Fund and of the applicable repurchase price Termination Price of the related Mortgage Loans and REO Properties. A Notice of Final Distribution, 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 Trustee by letter to related Certificateholders and the Certificate Insurer, mailed not later than the 15th day of the month of such final distribution. Any such 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 amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the related Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders and the Certificate Insurer. In the event such Notice of Final Distribution is given, the related Terminating Entity shall remit the applicable Termination Price in immediately available funds to the Servicer at least two Business Days prior to the applicable Distribution Date, and, upon receipt of such funds from the related Terminating Entity, the Servicer shall promptly deposit such funds in the Collection Account. In connection with any such termination of the Trust Fund, the Servicer shall cause all funds in its the Collection Account Account, other than any Servicing Advances and Servicing Fees payable to the Servicer under the terms of this Agreement, including the applicable Termination Price for the related Mortgage Loans and REO Properties, to be remitted to the Master Servicer Trustee for deposit in the Distribution Account at or prior to 1:00 p.m. Eastern time on the Business Day immediately prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the CertificatesDate. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Servicer related Terminating Entity, or its designee, the Custodial Files for the related Mortgage Loans. Upon presentation and surrender of the related Certificates, the Securities Administrator Trustee shall cause to be distributed to the related Certificateholders of each Class (after reimbursement of all amounts due to the ServicerServicer (including all unreimbursed Advances and any Servicing Fees accrued and unpaid as of the date the Termination Price is paid), the Depositor, the Swap Provider and the Trustee hereunder), in 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, as applicable), the Certificate Balance thereof plus for each such Class and the Class X Certificates Certificates, as applicable, 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 4.02, (ii) as to the related 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 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 which remain a part of the Trust Fund. If within one year after the second notice all related Certificates shall not have been surrendered for cancellation, the Class R related Residual Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Trust Administrator promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by at least 20 days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distributionaffected Certificateholders, the Servicer Depositor shall notify the DepositorFremont 2006-C Pooling & Servicing Agreement Servicer, the Securities Administrator Master Servicer, the Trustee and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder Trust Administrator of the date the Servicer Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of Final 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 Trust Administrator by letter to Certificateholders mailed not later than the 15th day of the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trust Administrator will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trust Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Trustee or the Trust Administrator of a Request for Release therefor, the Securities Trustee or the Trust Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer Depositor or its designee the 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 Servicer, the Depositor, the Master Servicer, the Swap Provider Administrator, the Trust Administrator and the Trustee hereunder), in 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 C Certificates), the Certificate Principal Balance thereof plus for each such Class and the Class X Certificates C Certificates, accrued interest thereon in the case of an interest interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account with respect to the related REMIC (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above above-mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates Fremont 2006-C Pooling & Servicing Agreement shall not have been surrendered for cancellation, the Class R Certificateholders Holders of the Residual Certificates with respect to their related REMIC shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminate, by the 25th day of the month preceding the month of the final distribution, the Servicer shall notify the Depositor, the Securities Administrator and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 20 days prior to the date the Notice of Final Distribution is to be mailed to the affected Certificateholders such electing party shall notify the Depositor and the Trustee of the date the Servicer or the Class X Certificateholder intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. 107 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 (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Servicer the 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 Servicer, the Depositor, the Swap Provider and the Trustee hereunder)Class, in 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 CertificatesCertificate), the Certificate Balance thereof plus for each such Class and the Class X Certificates Certificate accrued interest thereon in the case of an interest interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Date, Determination Date the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsCertificate Account, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution final distribution notice to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by no later than the 25th 15th day of the month preceding the month of the final distribution, Distribution Date the Servicer shall notify the Depositor, the Securities Administrator Depositor and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. In the event such Notice of Final any termination of the Trust Fund specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the last day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to the Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. If this notice is given, (x) the Servicer shall cause all funds in its Collection the Certificate Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to before the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates and (y) the Trustee shall cause to be deposited in the related Grantor Trust Distribution Account on the Distribution Date an amount equal to the final distribution in respect of the related Class of Grantor Trust Certificates. Upon such final deposit deposits with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Servicer the Custodial Mortgage 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 Servicer, the Depositor, the Swap Provider and the Trustee hereunder), in 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 other than the Class X Notional Amount Certificates), the its Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon (or on their Notional Amount, if applicable) in the case of an interest 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 any amount remaining on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In Notwithstanding the event that reduction of the Certificate Balance of any Class of Certificates to zero, such Class will be outstanding hereunder solely for the purpose of receiving distributions and for no other purpose until the termination of the respective obligations and responsibilities of the Depositor, the Servicer and the Trustee hereunder in accordance with Article Nine. The foregoing provisions are intended to distribute to each Class of Regular Certificates any accrued and unpaid interest and principal to which they are entitled based on the Pass-Through Rates and actual Class Certificate Balances or Notional Amounts set forth in the Preliminary Statement upon liquidation of the Trust Fund. If any affected Certificateholders shall Certificateholder does not surrender its Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 108 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, then the Holders of the Class R Certificateholders Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so or the Class X Certificateholder elects to terminateterminate the Trust Fund pursuant to Section 9.01, by at least 20 days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distribution, the Servicer affected Certificateholders such electing party shall notify the Depositor, the Securities Administrator Depositor and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator Trustee shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer the 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 Servicer, the Depositor, the Swap Provider Depositor and the Trustee hereunder), in 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 interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Final Distribution on the Certificates. If on any Remittance Determination Date, (i) the Servicer Trustee determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer Trustee shall direct the Securities Administrator promptly to send a Notice of Final Distribution final distribution notice promptly to each Certificateholder and the Swap ProviderNIMs Insurer or (ii) the Trustee determines that a Class of Certificates shall be retired after a final distribution on such Class, the Trustee shall notify the Certificateholders within seven (7) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. If Any final distribution made pursuant to the Servicer so elects to terminateimmediately preceding sentence will be made only upon presentation and surrender of the Certificates at the office of the Trustee specified in such notice. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the 25th 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 distributiondistribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the Servicer shall notify the Depositor, the Securities Administrator and the Trustee location of the final office or agency at which such presentation and surrender must be made, and (c) that the Record Date otherwise applicable to such Distribution Date the Servicer or the Class X Certificateholder is not applicable, distributions being made only upon presentation and surrender of the date Certificates at the Servicer intends office therein specified. The Trustee will give such notice to terminate the Trust Fund NIMs Insurer and of each Rating Agency at the applicable repurchase price of the Mortgage Loans and REO Propertiestime such notice is given to Certificateholders. In the event such Notice of Final Distribution notice is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer for deposit deposited in the Distribution Certificate Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund, certification to the Trustee that such required amount has been deposited in the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee (or its custodian) shall promptly release to the Servicer the Custodial Mortgage 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 the amounts due allocable to such Certificates held in the Servicer, Certificate Account in the Depositor, the Swap Provider order and the Trustee hereunder), priority set forth in each case Section 4.04 hereof on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which that remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which that remain subject hereto. Upon payment to the Class R Certificateholders of such funds and assets, the Trustee shall have no further duties or obligations with respect thereto.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines notifies the Trustee that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Administrator Trustee promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so Terminating Entity elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by the 25th day of the month preceding the month of the final distribution, the Servicer Terminating Entity shall notify the Depositor, the Securities Administrator Servicer, the Mortgage Pool Insurer and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder of the date the Servicer Terminating Entity intends to terminate the Trust Fund and of the applicable repurchase price Termination Price of the Mortgage Loans and REO Properties. A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not later than the 15th day of the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, the Terminating Entity shall remit the applicable Termination Price in immediately available funds to the Servicer at least two Business Days prior to the applicable Distribution Date, and, upon receipt of such funds from the Terminating Entity, the Servicer shall promptly deposit such funds in the Collection Account. In connection with any such termination of the Trust Fund, the Servicer shall cause all funds in its the Collection Account (other than any amounts that the Servicer is entitled to withdraw pursuant to this Agreement), including the applicable Termination Price for the Mortgage Loans and REO Properties, to be remitted to the Master Servicer 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 such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator Trustee of a Request for Release therefor, the Securities Administrator shall forward the Request for Release to the Custodian and the Custodian Trustee shall promptly release to the Servicer Terminating Entity, or its designee, the 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 payment and reimbursement of all amounts due to the ServicerServicer (including all unreimbursed Advances and any Servicing Fees accrued and unpaid as of the date the Termination Price is paid), the Depositor, the Swap Provider Depositor and the Trustee hereunder), in 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 and 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R R-1 Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. In connection with any termination pursuant to Section 9.01, unless the Servicer previously has notified the Trustee that it has entered into a servicing agreement for the servicing after the termination date of the Trust Fund assets, at least twenty (20) days prior to any termination of the Trust Fund, the Trustee or the Depositor shall notify the Servicer in writing to transfer the assets of the Trust Fund as of the termination date to the person specified in the notice, or if such person is not then known, to continue servicing the assets until the date that is twenty (20) days after the termination date, and on the termination date the Depositor shall notify the Servicer of the person to whom the assets should be transferred on that date. In the latter event, the Servicer shall be entitled to recover its servicing fee and any advances made for the interim servicing period from the collections on the assets which have been purchased from the 115 Trust, and the agreements for the new owner to obtain ownership of the assets of the Trust Fund from the Terminating Entity shall so provide.

Final Distribution on the Certificates. If on any Remittance Date, the Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection AccountsAccount, the Servicer shall direct the Securities Trustee and the Trust Administrator promptly to send a Notice of Final Distribution to each Certificateholder and the Swap ProviderCertificateholder. If the Servicer so elects to terminateterminate the Trust Fund pursuant to clause (a) of Section 9.01, by at least 20 days prior to the 25th day date the Notice of Final Distribution is to be mailed to the month preceding the month of the final distributionaffected Certificateholders, the Servicer Depositor shall notify the DepositorServicer, the Securities Administrator Trustee and the Trustee of the final Distribution Date the Servicer or the Class X Certificateholder Trust Administrator of the date the Servicer Depositor intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. In the event such Notice of Final Distribution is given, the Servicer shall cause all funds in its the Collection Account to be remitted to the Master Servicer Trust Administrator for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Trustee or the Trust Administrator of a Request for Release therefor, the Securities Trustee or the Trust Administrator shall forward the Request for Release to the Custodian and the Custodian shall promptly release to the Servicer Depositor or its designee the 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 Servicer, the Depositor, the Swap Provider Master Servicer, the Trust Administrator and the Trustee hereunder), in 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 Fremont 2004-D Pooling & Servicing Agreement same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X C Certificates), the Certificate Balance thereof plus for each such Class and the Class X C Certificates accrued interest thereon in the case of an interest interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above 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 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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of the Class R Certificateholders Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.