Common use of Procedure Upon Termination of Trust Clause in Contracts

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.111.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail Certificate Administrator to the Paying AgentTrustee, the Rating Agencies17g-5 Information Provider, the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the Exchangeable Certificates mailed no later than ten (10) days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Certificate Administrator shall give such notice to the Depositor Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Certificate Administrator to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the Exchangeable Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates Certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second (2nd) notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificatesCertificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years after the second (2nd) notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Certificate Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder Holder of such Certificates due to such Certificateholder's ’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Certificate Administrator pending distribution under this Section 10.2 11.2 after 90 ninety (90) days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.111.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail Certificate Administrator to the Paying AgentTrustee, the Rating Agencies17g-5 Information Provider, the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the EC Trust Certificates mailed no later than ten (10) days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the EC Trust Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Certificate Administrator shall give such notice to the Depositor Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the EC Trust Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Certificate Administrator to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the EC Trust Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the EC Trust Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates Certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second (2nd) notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificatesCertificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years after the second (2nd) notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Certificate Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder Holder of such Certificates due to such Certificateholder's ’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Certificate Administrator pending distribution under this Section 10.2 11.2 after 90 ninety (90) days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.111.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail Certificate Administrator to the Paying AgentTrustee, the Rating Agencies17g-5 Information Provider, the Holders of the Class R-IV and Class R Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the Exchangeable Certificates mailed no later than ten (10) days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IV and Class R Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Certificate Administrator shall give such notice to the Depositor Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-IV and Class R Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Certificate Administrator to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class R-IV and Class R Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the Exchangeable Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Class R-IV and Class R Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates Certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second (2nd) notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificatesCertificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years after the second (2nd) notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Certificate Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder Holder of such Certificates due to such Certificateholder's ’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Certificate Administrator pending distribution under this Section 10.2 11.2 after 90 ninety (90) days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.111.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail Certificate Administrator to the Paying AgentTrustee, the 17g-5 Information Provider, the Rating AgenciesAgencies (subject to Section 5.7), the Holders of the Class R-I, Class R-II R Certificates and the REMIC III Certificateholders Regular Certificates mailed no later than ten (10) days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II R Certificates and the REMIC III Regular Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Certificate Administrator shall give such notice to the Depositor Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II R Certificates and the REMIC III Regular Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Certificate Administrator to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class R-I, Class R-II R Certificates and the REMIC III Certificateholders Regular Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II R Certificates and the REMIC III Regular Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates Certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second (2nd) notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificatesCertificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years after the second (2nd) notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Certificate Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder Holder of such Certificates due to such Certificateholder's ’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Certificate Administrator pending distribution under this Section 10.2 11.2 after 90 ninety (90) days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II Holders of the Residual Certificates and the REMIC III Certificateholders Regular Certificates mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II Holders of the Residual Certificates and the REMIC III Certificateholders Regular Certificates in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II Holders of the Residual Certificates and the REMIC III Certificateholders Regular Certificates to surrender their certificates evidencing the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II Holders of the Residual Certificates and the REMIC III Certificateholders Regular Certificates concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or Holder of a Residual Certificates and the REMIC III Certificateholder Regular Certificates due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II Holders of the Residual Certificates and the REMIC III Certificateholders Regular Certificates mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II Residual Certificates and the REMIC III Regular Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II Holders of the Residual Certificates and the REMIC III Certificateholders Regular Certificates in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.111.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail Certificate Administrator to the Paying AgentTrustee, the Rating Agencies17g-5 Information Provider, the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates, the Exchangeable Certificates and the Swap Certificates mailed no later than ten (10) days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates, the Exchangeable Certificates and the Swap Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Certificate Administrator shall give such notice to the Depositor Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates, the Exchangeable Certificates and the Swap Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Certificate Administrator to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates, the Exchangeable Certificates and the Swap Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates, the Exchangeable Certificates and the Swap Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates Certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second (2nd) notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificatesCertificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years after the second (2nd) notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Certificate Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder Holder of such Certificates due to such Certificateholder's ’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Certificate Administrator pending distribution under this Section 10.2 11.2 after 90 ninety (90) days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.111.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail Certificate Administrator to the Paying AgentTrustee, the Rating Agencies17g-5 Information Provider, the Holders of the Class R-IV and Class R Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the Exchangeable Certificates mailed no later than ten (10) days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IV and Class R Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Certificate Administrator shall give such notice to the Depositor Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-IV and Class R Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Certificate Administrator to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class R-IV and Class R Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the Exchangeable Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Class R-IV and Class R Certificates, Class R-II and the REMIC III Regular Certificates and the Exchangeable Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates Certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second (2nd) notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificatesCertificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.second

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Servicers to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II II, REMIC Regular or REMIC III Class EI Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and the Class EI Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying AgentRating Agencies, the Rating AgenciesClass R-EA, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-EA, Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-EA, Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-EA, Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-EA, Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-EA, Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-EA, Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and II, REMIC III and Class EI Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and II, REMIC III and Class EI Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and II, REMIC III and Class EI Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and II, REMIC III and Class EI Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and II, REMIC III and Class EI Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and II, REMIC III and Class EI Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and II, REMIC III and Class EI Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and II, REMIC III and Class EI Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and II, REMIC III and Class EI Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and II, REMIC III and Class EI Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and II, REMIC III and Class EI Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and II, REMIC III and Class EI Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and II, REMIC III and Class EI Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or II, REMIC III or Class EI Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and the Class EI Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee to each Rating Agency and each Certificateholder by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than the later of (a) ten days prior to the date of such termination and (b) the date the Trustee receives notice of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, made and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III CertificatesCertificateholders. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III nontendering Certificateholders in trust without interest pending such payment. (b) On the final Distribution Date, the Trustee shall distribute to each Certificateholder that presents and surrenders its Certificates all amounts payable on such Certificates on such final Distribution Date in accordance with Section 6.4. (c) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar Trustee shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar Trustee may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III nontendering Certificateholders concerning surrender of such certificatestheir Certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatmentescheat, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or and REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall -267- terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.111.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail Certificate Administrator to the Paying AgentTrustee, the 17g-5 Information Provider, the Rating AgenciesAgencies (subject to Section 5.7), the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the Class PST Certificates mailed no later than ten (10) days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the Class PST Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Certificate Administrator shall give such notice to the Depositor Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the Class PST Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Certificate Administrator to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates and the Class PST Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates and the Class PST Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates Certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second (2nd) notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificatesCertificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years after the second (2nd) notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Certificate Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder Holder of such Certificates due to such Certificateholder's ’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Certificate Administrator pending distribution under this Section 10.2 11.2 after 90 ninety (90) days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Swap Counterparty and the Holders of the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III Certificateholders A-4FL Certificates mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates will be made, and upon presentation and surrender of the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Holders of the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III Certificateholders A-4FL Certificates in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Holders of the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III Certificateholders A-4FL Certificates to surrender their certificates evidencing the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Holders of the Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III Certificateholders A-4FL Certificates concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II and REMIC III A-4FL Certificates Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Holder of a Residual Certificates, the REMIC Regular Certificates and the Class R-I, Class R-II or REMIC III Certificateholder A-4FL Certificates due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the applicable Master Servicer and the Paying Agent to terminate, the applicable Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-MM, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-MM, Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-MM, Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-MM, Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-MM, Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-MM, Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-MM, Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.111.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail Certificate Administrator to the Paying AgentTrustee, the Rating Agencies17g-5 Information Provider, the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates, the EC Trust Certificates and the Swap Certificates mailed no later than ten (10) days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates, the EC Trust Certificates and the Swap Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Certificate Administrator shall give such notice to the Depositor Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates, the EC Trust Certificates and the Swap Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Certificate Administrator to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class R-IR Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates, the EC Trust Certificates and the Swap Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Class R-IR Certificates, Class R-II and the REMIC III Regular Certificates, the EC Trust Certificates and the Swap Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates Certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second (2nd) notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificatesCertificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years after the second (2nd) notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Certificate Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder Holder of such Certificates due to such Certificateholder's ’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Certificate Administrator pending distribution under this Section 10.2 11.2 after 90 ninety (90) days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-K, Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-K, Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-K, Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-K, Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-K, Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-K, Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-K, Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-K, Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-K, Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-K, Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-K, Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-K, Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-K, Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-K, Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Swap Counterparty, the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer Servicers and the Paying Agent to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II II, REMIC Regular, Class A-MFL and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II II, REMIC Regular, Class A-MFL or REMIC III Class EI Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools Pools, the Class EI Grantor Trust and the Class A-MFL Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II I and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with 183 193 respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or and REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee Paying Agent by first class mail to the Paying AgentTrustee, the Rating Agencies, the Swap Counterparty, the Holders of the Residual Certificates, the Class RT Certificates and the REMIC Regular Certificates, the Class A-2FL Certificates, the Class A-I, MFL Certificates and the Class RA-II and REMIC III Certificateholders JFL Certificates mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Residual Certificates, the REMIC Regular Certificates, the Class RT Certificates and the Class A-2FL Certificates, the Class A-I, MFL Certificates and the Class RA-II and REMIC III JFL Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Paying Agent shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the 283 Certificate Registrar with respect to the Residual Certificates and the REMIC Regular Certificates, the Class RT Certificates and the Class A-2FL Certificates, the Class A-I, MFL Certificates and the Class RA-II and REMIC III JFL Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Holders of the Residual Certificates and the REMIC Regular Certificates, the Class RA-2FL Certificates, the Class A-I, MFL Certificates and the Class RA-II and REMIC III Certificateholders JFL Certificates in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or and REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee to each Rating Agency and each Certificateholder by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, made and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III CertificatesCertificateholders. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III nontendering Certificateholders in trust without interest pending such payment. (b) On the final Distribution Date, the Trustee shall distribute to each Certificateholder that presents and surrenders its Certificates all amounts payable on such Certificates on such final Distribution Date in accordance with Section 6.4. (c) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar Trustee shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar Trustee may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III nontendering Certificateholders concerning surrender of such certificatestheir Certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Swap Counterparty, the Holders of the Residual Certificates, the Class R-IT Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates, the Class A-4FL Certificates and the Class A-MFL Certificates mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Residual Certificates, the Class R-IT Certificates, Class R-II and the REMIC III Regular Certificates, the Class A-4FL Certificates and the Class A-MFL Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Residual Certificates, the Class R-IT Certificates, Class R-II and the REMIC III Regular Certificates the Class A-4FL Certificates and the Class A-MFL Certificates shall terminate and the Trustee shall terminate, or request the Master 281 Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-IHolders of the Residual Certificates, Class R-II and the REMIC III Certificateholders Regular Certificates, the Class A-4FL Certificates and the Class A-MFL Certificates in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying AgentTrustee, the Rating Agencies, the Class R-I, Class R-II I and REMIC III II Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II I and REMIC III II Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II I and REMIC III II Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II I and REMIC III II Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II I and REMIC III II Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II I and REMIC III II Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II I and REMIC III II Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II I and REMIC III II Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II I and REMIC III II Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II I and REMIC III II Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II I and REMIC III II Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II I and REMIC III II Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II I and REMIC III II Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-I and REMIC II or REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee Paying Agent by first class mail to the Paying AgentTrustee, the Rating Agencies, the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Paying Agent shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Servicers to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee Paying Agent and not distributed to a Class R-I, Class R-II II, Class R-III, REMIC Regular or REMIC III Class EI Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and the Class EI Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or and REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee to each Rating Agency and each Certificateholder by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than the later of 143 (a) ten days prior to the date of such termination and (b) the date the Trustee receives notice of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, made and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III CertificatesCertificateholders. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III nontendering Certificateholders in trust without interest pending such payment. (b) On the final Distribution Date, the Trustee shall distribute to each Certificateholder that presents and surrenders its Certificates all amounts payable on such Certificates on such final Distribution Date in accordance with Section 6.4 and Section 6.4.1. (c) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar Trustee shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar Trustee may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III nontendering Certificateholders concerning surrender of such certificatestheir Certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatmentescheat, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee Paying Agent by first class mail to the Paying AgentTrustee, the Rating Agencies, the Swap Counterparty, the Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee Paying Agent shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent Servicers to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II II, Class R-III, REMIC Regular and REMIC III Class EI Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee Paying Agent and not distributed to a Class R-I, Class R-II II, Class R-III, REMIC Regular, Floating Rate or REMIC III Class EI Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools Pools, the Floating Rate Grantor Trusts and the Class EI Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and II, REMIC III and Class EI Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and II, REMIC III and Class EI Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and II, REMIC III and Class EI Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and II, REMIC III and Class EI Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and II, REMIC III and Class EI Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and II, REMIC III and Class EI Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer Servicers and the Paying Agent to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and II, REMIC III and Class EI Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and II, REMIC III and Class EI Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and II, REMIC III and Class EI Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and II, REMIC III and Class EI Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and II, REMIC III and Class EI Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and II, REMIC III and Class EI Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and II, REMIC III and Class EI Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or II, REMIC III or Class EI Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and the Class EI Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II I and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or and REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer Servicers and the Paying Agent to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II II, REMIC Regular and REMIC III Class EI Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II II, REMIC Regular or REMIC III Class EI Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and the Class EI Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee to each Rating Agency and each Certificateholder by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, made and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III CertificatesCertificateholders. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III nontendering Certificateholders in trust without interest pending such payment. (b) On the final Distribution Date, the Trustee shall distribute to each Certificateholder that presents and surrenders its Certificates all amounts payable on such Certificates on such final Distribution Date in accordance with Section 6.4. (c) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar Trustee shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar Trustee may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III nontendering Certificateholders concerning surrender of such certificatestheir Certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatmentescheat, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. 143 (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee to each Rating Agency and each Certificateholder by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than the later of (a) ten days prior to the date of such termination and (b) the date the Trustee receives notice of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, made and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III CertificatesCertificateholders. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III nontendering Certificateholders in trust without interest pending such payment. (b) On the final Distribution Date, the Trustee shall distribute to each Certificateholder that presents and surrenders its Certificates all amounts payable on such Certificates on such final Distribution Date in accordance with Section 6.4 and Section 6.4.1. (c) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar Trustee shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar Trustee may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III nontendering Certificateholders concerning surrender of such certificatestheir Certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatmentescheat, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or and REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-IP, Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IP, Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-IP, Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-IP, Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-IP, Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-IP, Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-IP, Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-IP, Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-IP, Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-IP, Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-IP, Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-IP, Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-IP, Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-IP, Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Swap Counterparty, the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL Class EI and REMIC III Class EI-L3 Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer Servicers and the Paying Agent to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI and REMIC III Class EI-L3 Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II II, REMIC Regular, Class A-3-1FL, Class EI or REMIC III Class EI-L3 Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools Pools, the Class A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Swap Counterparty, the Class R-I, Class R-II II, REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates will be made, and upon presentation and surrender of the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class [R-I], Class [R-II II], -260- REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificateholders to surrender their certificates evidencing the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] or REMIC III Class [EI] Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools Pools, the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Swap Counterparty, the Holders of the Residual Certificates, the Class RQ Certificates and the REMIC Regular Certificates and the Class A-4FL Certificates and the Class A-I, Class R-II and REMIC III Certificateholders MFL Certificates mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-IResidual Certificates, Class R-II and the REMIC III Regular Certificates, the Class Q Certificates and the Class A-4FL Certificates and the Class A-MFL Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III such Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III such Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Residual Certificates and the REMIC Regular Certificates, the Class RQ Certificates, the Class A-4FL Certificates and the Class A-I, Class R-II and REMIC III MFL Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution cclxxxiii Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Holders of the Residual Certificates and the REMIC Regular Certificates, the Class RA-4FL Certificates and the Class A-I, Class R-II and REMIC III Certificateholders MFL Certificates in trust without interest pending such payment. (b) In the event that If all of the Holders do not surrender their certificates evidencing the Residual Certificates, the Class RQ Certificates, the Class A-4FL Certificates, the Class A-I, Class R-II MFL Certificates and the REMIC III Regular Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III such Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III such Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders Holders of such Certificates concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder Holder of such Certificates due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Swap Counterparty, the Class R-I, Class R-II II, REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates will be made, and upon presentation and surrender of the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account Accounts and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's ’s obligation hereunder to hold all amounts payable to the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificateholders to surrender their certificates evidencing the Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] and REMIC III Class [EI] Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class [R-I], Class [R-II II], REMIC Regular, Class [A-3-1FL] or REMIC III Class [EI] Certificateholder due to such Certificateholder's ’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools Pools, the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II I and REMIC III II Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II I and REMIC III II Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II I and REMIC III II Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II I and REMIC III II Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II I and REMIC III II Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II I and REMIC III II Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II I and REMIC III II Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II I and REMIC III II Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II I and REMIC III II Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II I and REMIC III II Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II I and REMIC III II Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II I and REMIC III II Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II I and REMIC III II Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-I and REMIC II or REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office -224- or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III Certificateholder due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II II, Class R-III and REMIC III IV Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II II, Class R-III and REMIC III IV Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II II, Class R-III and REMIC III IV Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, Class III and REMIC III IV Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II II, Class R-III and REMIC III IV Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II II, Class R-III and REMIC III IV Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II II, Class R-III and REMIC III IV Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II II, Class III and REMIC III IV Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II II, Class R-III and REMIC III IV Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II II, Class R-III and REMIC III IV Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II II, Class R-III and REMIC III IV Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II II, Class R-III and REMIC III IV Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II II, Class R-III and REMIC III IV Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or II, Class R-III and REMIC III Certificateholder IV Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II I and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment.. 197 (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or and REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.

Procedure Upon Termination of Trust. (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II I and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the which office or agency of the Certificate Registrar Trustee therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II II, and REMIC III Certificates at the office or agency of the Certificate Registrar Trustee therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any 171 179 such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying AgentTrustee's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment. (b) In the event that all of the Holders do not surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Certificate Registrar Trustee shall give a second written notice to the remaining Class R-I, Class R-II and REMIC III Certificateholders to surrender their certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Certificate Registrar Trustee may take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC III Certificateholders concerning surrender of such certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any such Class R-I, Class R-II and REMIC III Certificates shall not have been surrendered for cancellation, the Paying Agent Trustee shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Class R-I, Class R-II or and REMIC III Certificateholder Certificateholders due to such Certificateholder's failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money held by the Paying Agent Trustee pending distribution under this Section 10.2 after 90 days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools REMICs and shall be beneficially owned by the related Holder.