Common use of The Certificates Clause in Contracts

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth attached hereto as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Exhibit A. The Certificates shall be executed and delivered by issuable in registered form, in the Trustee to or upon the order minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The applicable minimum denomination) and aggregate principal portion evidenced by the denominations per Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Preliminary Statement to this Agreement. The Trustee agrees to hold the Trust Fund for the benefit of all present and future Holders of the Certificates. Subject to Section 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either by wire transfer in immediately available funds or by check, as provided in Section 6.06. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication countersignature and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent Trustee by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated executed and delivered hereunder. All Certificates shall be dated the date of their authenticationcountersignature. Until such time as Definitive On the Closing Date, the Trustee shall countersign the Certificates are to be issued pursuant at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to Section 5.07be provided, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration on a continuous basis, an adequate inventory of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made Certificates to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinfacilitate transfers."

The Certificates. (a) The Class A Subject to Sections 6.10 and Class B 6.11, the ---------------- ------------- ---- Investor Certificates shall of each Series and any class thereof may be issued only in minimum Denominations of bearer form (the "Bearer Certificates") with attached interest coupons and a Single Certificate and------------------- special coupon (collectively, except for the Class A-R Certificate, integral multiples of $1,000 "Coupons") or in excess thereof fully registered form (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be------- "Registered Certificates"), and shall be substantially in the respective forms set forth form of the ------------------------ exhibits with respect thereto attached to the related Supplement. The Exchangeable Seller Certificate shall be substantially in the form of Exhibit A. --------- The Investor Certificates and the Exchangeable Seller Certificate shall, upon issuance pursuant hereto or to Section 6.9 or Section 6.11, be executed and ----------- ------------ delivered by the Seller to the Trustee for authentication and redelivery as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) heretoprovided in Section 6.2. On original issue the The Investor Certificates shall be executed issuable in a ----------- minimum denomination of $1,000 and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents integral multiples thereof unless otherwise specified in Section 2.01any Supplement. The aggregate principal portion evidenced by If specified in the Class A and Class B related Supplement for any Series, the Investor Certificates shall be issued upon initial issuance as a single certificate in an original principal amount equal to the sum of the amounts specifically set forth Initial Investor Interest as described in the respective CertificatesSection 6.10. The Certificates Exchangeable Seller Certificate ------------ shall also be issued as a single certificate. Each Certificate shall be executed by manual or facsimile signature on behalf of the Trustee Seller by its President or any Responsible Officer thereofVice President. Certificates bearing the manual or facsimile signatures signature of individuals the individual who were was, at any the time when such signature was affixed, authorized to sign on behalf of the proper officers of Seller or the Trustee shall bind the Trustee not be rendered invalid, notwithstanding that such individuals or any of them have individual has ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did does not hold such offices office at the date of such Certificates. No Unless otherwise provided in the related Supplement, no Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein, executed by or on behalf of the Authenticating Agent Trustee by the manual signaturesignature of a Responsible Officer of the Trustee, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time authentication (as Definitive applicable) except Bearer Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate which shall bear be dated the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered applicable Issuance Date as provided in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinrelated Supplement."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits A-1-A-1, A-1-A-2, A-1-A-R, A-2-A-1, A-2-A-2, A-2-A-3, A-2-A-4, A-2-A-5, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0, X-2, X-0, X-0, X-0, A-POX-0 xxx X (xxxxxxx xx xxx Xxxxxxxxxtex) xxx xxxxx, A-Rxx xxxxxxxx xxxxx, X-0, X-0, X-0, X-0, X-0, B-6 be executed by the Trustee and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be available to investors in the sum of the amounts specifically minimum denominations representing minimum dollar Certificate Balances and integral multiples in excess thereof as set forth in the respective CertificatesPreliminary Statement. The Senior Certificates (other than the Class 1-A-R Certificate) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A A, Class SB and Class B R Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0, X-0, X-0and B and shall, X-0on original issue, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian one or more Custodians of the documents specified in Section 2.01. The aggregate principal portion evidenced by Certificates, other than the Class A SB Certificates and Class B R Certificates, shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in minimum Percentage Interests of 10.0% and integral multiples of .01% in excess thereof. The Class R Certificates of each respective REMIC shall be issuable in minimum percentage interests of 20.0% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate will be issuable to the sum REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of the amounts specifically set forth in the respective Certificatesnot less than 0.01%. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-PO and Class A-R CertificateCertificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-PO and Class A-R CertificateCertificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Certificates, Class M Certificates, Class SB Certificates and Class B R Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A, X-0B, X-0C and D, X-0respectively, A-POand shall, A-Ron original issue, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by Each class of Class A Certificates and the Class A and Class B M Certificates shall be issuable in minimum dollar denominations of $100,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate of each Class will be issuable to the sum REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of the amounts specifically set forth in the respective Certificatesnot less than 0.01%. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A A, Class M, Class SB and Class B R Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A, X-0B, X-0C, X-0D and E, A-POrespectively, A-Rand shall, X-0on original issue, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian one or more Custodians of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B M-1, Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class M-2, Class M-3 and Class M-4 Certificates shall be issuable in minimum dollar denominations of $250,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate of each Class will be issuable to the sum REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of the amounts specifically set forth in the respective Certificatesnot less than 0.01%. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A A, Class SB and Class B R Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A, X-0D and E, X-0respectively, X-0and shall, A-POon original issue, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian one or more Custodians of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be issuable in minimum dollar denominations of $100,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate of each Class will be issuable to the sum REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of the amounts specifically set forth in the respective Certificatesnot less than 0.01%. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificateR, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificateR, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for substantially the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0in Xxxxxxxx X, X, X, X-0, X-0, X-0E, F and G hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefore, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A-PO) a Notional Amount Certificate, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side B) 100% of Certificatesthe Class Principal Balance of any Class of Certificates or (c) heretoCertificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. On original issue the The definitive Certificates shall be executed and delivered printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Trustee to or upon the order rules of any securities exchange on which any of the Seller upon receipt Certificates may be listed, all as determined by the Trustee or the Custodian of the documents specified in Section 2.01officers executing such Certificates, as evidenced by their execution thereof. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be issuable in registered form, in the sum minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the amounts specifically applicable minimum denomination) and aggregate denominations per Class set forth in the respective CertificatesPreliminary Statement. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the Trustee Trust Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent Trust Administrator by manual signature, and such countersignature or certificate of authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificateR, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificateR, Class B-4, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0X-XX, X-0, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 X-0 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class II-A-R CertificateCertificate and Class II-A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class II-A-R Certificateand Class II-A-LR Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0A-I-A-1, A-POI-A-2, A-II-A-1, A-II-A-R, X-0A-II-A-LR, X-0B-1, X-0B-2, X-0B-3, X-0B-4, B-6 and C B-0, X-0 xxx X (reverse side xxxxxxx xxxx of Certificates) heretoheretx. On original issue the Xx xxxxxxxx xxxxx xxe Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-POA-1, A-R, X-0B-1, X-0B-2, X-0B-3, X-0B-4, X-0B-5, B-6 and C (reverse side of CertificatesCertificaxxx) heretoxxxxxx. On original issue the Xx xxxxxxxx xxxxx xxe Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Each of the Class A and A-1, Class B Certificates shall be issued only in minimum Denominations of a Single Certificate andA-2, except for the Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-R CertificateIO, integral multiples of $1,000 in excess thereof (exceptClass M-1, if necessaryClass M-2, for one Certificate of each Class (other than the M-3, Class AB-1, Class B-2, Class B-3, Class R-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all I and Class R-II Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth annexed hereto as Exhibits X-0exhibits, X-0and shall, X-0on original issue, X-0be executed, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee to or upon the receipt of a written order to Authenticate from the Depositor concurrently with the sale and assignment to the Trustee of the Seller upon receipt by the Trustee or the Custodian Trust Fund. Each Class of the documents specified Certificates (other than the Residual Certificates) shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $50,000 and integral dollar multiples of $1 in Section 2.01excess thereof. The aggregate principal portion evidenced by the Residual Certificates will be issued in registered, certificated form in minimum denominations of a 25% Percentage Interest. Provided, however, that one Certificate of each such Class A and Class B of Certificates shall may be in a different denomination so that the sum of the amounts specifically set forth in denominations of all outstanding Certificates of such Class shall equal the respective CertificatesClass Certificate Balance of such Class on the Closing Date. The Certificates shall be executed on behalf of the Trust Fund by manual or facsimile signature on behalf of the Trustee by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trust Fund, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant Subject to Section 5.075.02(c), each the Certificates, other than the Residual Certificates, shall be Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinCertificates."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-5, Class A-PO, Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-5, Class A-PO, Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance or notional amount of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-00, A-PO, A-R, A-LR, X-0, X-0, X-0, X-0, X-0, B-6 X-0, and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of all Certificates) hereto. On and shall, on original issue issue, be executed by the Certificates Trustee and shall be executed countersigned and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by Senior Certificates (other than the Class A A-PO and Class B A-R Certificates) shall be available to investors in interests representing minimum dollar Certificate Balances of $1,000 and integral multiples of $1 in excess thereof. The Subordinate Certificates and the Class A-PO Certificates shall be available to investors in interests representing minimum dollar Certificate Balances of $25,000 and integral dollar multiples of $1 in excess thereof (except one Certificate of such Class may be issued with a different Certificate Balance). The Class A-R Certificate shall be in a minimum denomination of $100. The Senior Certificates (other than the sum Class A-R Certificate) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the amounts specifically set forth Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in the respective Certificatesdefinitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by Trustee substantially in the Authenticating Agent by manual signatureform provided for herein, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereincountersignature."

The Certificates. (a) The Each of the REMIC III I-A, Class I-A-IO, REMIC III II-A, Class II-A-IO, REMIC III III-A, Class III-A-IO, Class IV-A, Class IV-A-IO, Class V-A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class V-A-R CertificateIO, integral multiples of $1,000 in excess thereof (exceptClass M-1, if necessaryClass M-2, for one Certificate of each Class (other than the M-3, Class AB-1, Class B-2, Class B-3, Class R-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all I, Class R-II and Class R-III Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth annexed hereto as Exhibits X-0exhibits, X-0and shall, X-0on original issue, X-0be executed, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee Securities Administrator to or upon the receipt of a written order to Authenticate from the Depositor concurrently with the sale and assignment to the Trustee of the Seller upon receipt by the Trustee or the Custodian Trust Fund. Each Class of the documents specified in Section 2.01. The aggregate principal portion Certificates (other than the Residual Certificates) shall be initially evidenced by the one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $100,000 and integral dollar multiples of $1 in excess thereof, provided, however, that one Certificate of each such Class A and Class B of Certificates shall may be in a different denomination so that the sum of the amounts specifically set forth denominations of all outstanding Certificates of such Class shall equal the Class Certificate Balance or Notional Amount of such Class on the Closing Date. The Residual Certificates will be issued in the respective Certificatesregistered, certificated form in minimum denominations of a 25% Percentage Interest. The Certificates shall be executed on behalf of the Trust Fund by manual or facsimile signature on behalf of the Trustee Securities Administrator by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the Trustee Trust Fund, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureSecurities Administrator substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant Subject to Section 5.075.02(c), each the Certificates, other than the Residual Certificates (collectively, the “Private Certificates”), shall be Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinCertificates."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-PO and Class A-R CertificateCertificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-PO and Class A-R CertificateCertificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-00, X-00, X-00, X-00, X-00, X-00, X-00, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificatePO, Class A-R, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-PO and Class A-R CertificateCertificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 X-0, and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificatePO, Class A-R, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificatePO, Class A-R, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0X-XX, X-0, X-0, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall will be substantially in the respective forms set forth annexed hereto as Exhibits X-0, X-0, X-0X-0 and B. The Certificates will be issuable in registered form only. The Class A, X-0Class PO and Class X Certificates will be issued in minimum denominations of $1,000 and integral multiples of $1 in excess thereof; the Class B-1, AClass B-2 and Class B-3 Certificates will be issued in minimum denominations of $25,000 and integral multiples of $1 in excess thereof; and the Class B-4, Class B-5 and Class B-6 will be issued in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates will be issued in certificated fully-POregistered form in a single certificate of $100. Upon original issuance, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall shall, upon the written request of the Seller executed by an officer of the Seller, be executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Trustee by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Certificates, Class SB Certificates and Class B R Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A, X-0B, X-0C and D, X-0respectively, A-POand shall, A-Ron original issue, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian one or more Custodians of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate of each Class will be issuable to the sum REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of the amounts specifically set forth in the respective Certificatesnot less than 0.01%. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificatePO, Class A-R, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificatePO, Class A-R, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-7, X-0, X-0, X-00, X-00, X-00, X-00, X-X, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Certificates, Class M Certificates, Class SB Certificates and Class B R Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A, X-0B, X-0C and D, X-0respectively, A-POand shall, A-Ron original issue, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian one or more Custodians of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A Certificates and Class B M-1 Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class M-2 and Class M-3 Certificates shall be issuable in minimum dollar denominations of $250,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate of each Class will be issuable to the sum REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of the amounts specifically set forth in the respective Certificatesnot less than 0.01%. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A-1A1, X-0X-0X0, X-0X-0XX, X-0X-0X0, AX-0X0, X-0X0, X-0X0, X-0X0, A-4A2, A-4A3, A-4A4, B-POB1, AB-RB2, X-0B-B3, X-0B-B4, X-0B-B5, X-0, X-0, B-6 B-B6 and C (reverse side of all Certificates) hereto. On and shall, on original issue issue, be executed by the Certificates Trustee and shall be executed authenticated and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee (or the a Custodian on its behalf) of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be the sum available to investors in minimum denominations of the amounts specifically initial Certificate Balance and integral multiples in excess thereof set forth in the respective CertificatesPreliminary Statement. The Senior Certificates (other than the Class 1-A-R Certificate) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall will be substantially in the respective forms set forth annexed hereto as Exhibits X-0A-1 through A-9. The Certificates will be issuable in registered form only. The Certificates (other than the Class P Certificates, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 the Class C Certificates and C (reverse side of the Class R Certificates) heretowill be issued in minimum denominations of $25,000 Initial Certificate Principal Balance or Initial Notional Amount, as applicable, and integral multiples of $1 in excess thereof. On The Class C Certificates will be issued in minimum denominations of $10,000 Initial Notional Amount and integral multiples of $1 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original issue issue, the Certificates shall shall, upon the written request of the Company executed by an officer of the Company, be executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Seller Company upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Trustee by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-6, Class A-10, Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-00, X-X, A-LR, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A A, Class M and Class B Certificates shall be issued only in minimum Denominations denominations of a Single Certificate and, except for the Class A-R CertificateR, Class B-3, Class B-4 and Class B-5 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class or Subclass (other than the Class A-R CertificateR, Class B-3, Class B-4 and Class B-5 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class or Subclass to equal the aggregate Original Class A Subclass Principal Balance, Original Class M Principal Balance or the aggregate Original Class B Subclass Principal Balance of such ClassClass or Subclass, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 C, and C D (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A A, Class M and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) ), that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, X-0A-2, X-0A-3, X-0A-4, A-PO, A-R, X-0B-1, X-0B-2, X-0B-3, X-0B-4, X-0B-5, B-6 and C (reverse side of Certificatesxxxxxxx xxxx xx Xxrtificates) heretohxxxxx. On original issue Xx xxxxxxxx xxxxe the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Classes of Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth attached hereto as Exhibits X-0A-1A1, X-0A-1A2, X-0A-1A3, X-0A-1A4, AA-1A5, A-2AR, A-2A1, A-3A1, A-3A2, X-0X0, X-0X0, X-0X0, X-POXX0, AX-RXX0, X-0X-XX0, X-0X-XX0, X-0B-XB5, X-0B-XB6, X-0B-M1, B-6 B-M2, B-M3, B-M4, B-M5, B-M6, B-M7, B-M8, B-CE and C (reverse side of all Certificates) hereto. On and shall, on original issue issue, be executed by the Certificates Securities Administrator and shall be executed authenticated and delivered by the Trustee Securities Administrator to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be the sum available to investors in minimum denominations of the amounts specifically initial Certificate Balance and integral multiples in excess thereof set forth in the respective CertificatesPreliminary Statement. The minimum denomination for the Class CE Certificates shall be a 10% Percentage Interest in such Class. The Offered Certificates (other than the Class 2-A-R Certificate) shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the Trustee Securities Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureSecurities Administrator substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificateR, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificateR, Class B-4, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0X-XX, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 X-0 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-PO and Class A-R CertificateCertificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-PO and Class A-R CertificateCertificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for substantially the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0in Xxxxxxxx X, X, X, X-0, X-0, X-0E, F and G hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefore, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A-PO) a Notional Amount Certificate, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side B) 100% of Certificatesthe Class Principal Balance of any Class of Certificates or (c) heretoCertificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. On original issue the The definitive Certificates shall be executed and delivered printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Trustee to or upon the order rules of any securities exchange on which any of the Seller upon receipt Certificates may be listed, all as determined by the Trustee or the Custodian of the documents specified in Section 2.01officers executing such Certificates, as evidenced by their execution thereof. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be issuable in registered form, in the sum minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the amounts specifically applicable minimum denomination) and aggregate denominations per Class set forth in the respective CertificatesPreliminary Statement. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the Trustee Trust Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent Trust Administrator by manual signature, and such countersignature or certificate of authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."133

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0X-XX, X-0, X-0, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificateR, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificateR, Class B-4, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0X-XX, X-0, X-0, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificateR, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificateR, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth attached hereto as Exhibits Exhibit X-0, Xxxxxxx X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 Exhibit C and C (reverse side of Certificates) hereto. On original issue the Exhibit D. The Class I A and Class II A ----------- ------------ --------- --------- Certificates shall be executed and delivered by issuable in registered form, in the Trustee to or upon the order minimum dollar denominations, integral dollar multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The applicable minimum dollar denomination) and aggregate principal portion evidenced by the dollar denominations per Class A and Class B Certificates shall be the sum of the amounts specifically as set forth in the respective Certificatesfollowing table: Integral Multiples in Minimum Excess of Latest Scheduled Initial Certificate Class Denomination Minimum Distribution Date Balance ----- ------------ ------------ ----------------- ------------------- I A $50,000 $1,000 September 15, 2028 $477,974,066.00 II A $50,000 $1,000 May 15, 2028 $249,748,815.00 The Class R Certificate shall initially be issued with no principal balance. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificatesauthentication and delivery. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form set forth as attached hereto executed by the Authenticating Agent Trustee by manual signature, and such countersignature or certificate of authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive On the Closing Date, the Trustee shall authenticate the Certificates are to be issued pursuant at the written direction of the Contract Seller or any Affiliate thereof. The Contract Seller shall provide, or cause to Section 5.07be provided, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration on a continuous basis, an adequate inventory of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made Certificates to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinfacilitate transfers."

The Certificates. (a) The Class A and Class B Certificates shall be issued only substantially in minimum Denominations the form annexed hereto as Exhibit A through E. Each of a Single the Certificates shall, on original issue, be executed by the Trustee and authenticated and delivered by the Certificate andRegistrar upon the written order of the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. Each Class of the Regular Certificates, except for other than the Class A-R IO Certificate, shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1 in excess thereof, in the case of the Class A, Class B-1, Class B-2 and Class B-3 Certificates, $100,000 and integral dollar multiples of $1 in excess thereof in the case of the Class A-IO Certificate, and $100,000 and integral dollar multiples of $1,000 in excess thereof (exceptthereof, if necessaryin the case of the Class B-4, for Class B-5 and Class B-6 Certificates, except that one Certificate of each such Class (other than of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Class Certificate Principal Balance of such Class on the Closing Date. The Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required Certificates are issuable only in order for all Certificates a Percentage Interest of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates100%. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee be binding, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. Each Certificate shall, on original issue, be authenticated by the Certificate Registrar upon the order of the Depositor. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureCertificate Registrar substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until At any time and from time to time after the execution and delivery of this Agreement, the Depositor may deliver Certificates executed by the Trustee to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and deliver such time Certificates as Definitive Certificates are issued pursuant provided in this Agreement and not otherwise. Subject to Section 5.076.02(c), each Book-the Senior Certificates (other than the Residual Certificate) and the Class B-1, Class B-2 and Class B-3 shall be Book Entry Certificates. The Residual Certificate and the Class B-4, Class B-5 and Class B-6 Certificates shall bear be Physical Certificates. The Private Certificates shall be offered and sold in reliance on the following legend: "Unless this certificate is presented by an authorized representative exemption from registration under Rule 144A of [the Clearing Agency] to 1933 Act and shall be issued initially in the Trustee form of one or its agent more permanent global Certificates in definitive, fully registered form with the applicable legends set forth in Exhibit A (each, a “Restricted Global Security”), which shall be deposited on behalf of the subscribers for registration of transfersuch Certificates represented thereby with the Trustee, exchange or payment, as custodian for DTC and any certificate issued is registered in the name of [a nominee of DTC, duly executed by the Clearing Agency] Trustee and authenticated by the Certificate Registrar as hereinafter provided. The aggregate principal amounts of the Restricted Global Securities may from time to time be increased or such other name decreased by adjustments made on the records of the Trustee and DTC or its nominee, as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency]case may be, any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinas hereinafter provided."

The Certificates. (a) The Each of the Class A I-A, Class II-A-1, Class II-A-2, Class II-A-IO, Class III-A, Class IV-A, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I, Class R-II and Class B R-III Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth annexed hereto as Exhibits X-0exhibits, X-0and shall, X-0on original issue, X-0be executed, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee to or upon the receipt of a written order to Authenticate from the Depositor concurrently with the sale and assignment to the Trustee of the Seller upon receipt by the Trustee or the Custodian Trust Fund. Each Class of the documents specified in Section 2.01. The aggregate principal portion Certificates (other than the Residual Certificates) shall be initially evidenced by the one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $50,000 and integral dollar multiples of $1 in excess thereof, provided, however, that one Certificate of each such Class A and Class B of Certificates shall may be in a different denomination so that the sum of the amounts specifically set forth denominations of all outstanding Certificates of such Class shall equal the Class Certificate Balance or Notional Amount of such Class on the Closing Date. The Residual Certificates will be issued in the respective Certificatesregistered, certificated form in minimum denominations of a 25% Percentage Interest. The Certificates shall be executed on behalf of the Trust Fund by manual or facsimile signature on behalf of the Trustee by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trust Fund, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant Subject to Section 5.075.02(c), each the Certificates, other than the Residual Certificates (collectively, the “Private Certificates”), shall be Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinCertificates."

The Certificates. (a) The Class A A, Class M and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof or 1% Percentage Interest in the case of the Class A-WIO Certificates (except, if necessary, for one Certificate of each Class or Subclass (other than the Class A-WIO and Class A-R CertificateCertificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class or Subclass to equal the aggregate Original Class A Subclass Principal Balance, Original Class M Principal Balance or the aggregate Original Class B Subclass Principal Balance of such ClassClass or Subclass, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0A-WIO, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 C, and C D (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A A, Class M and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance or Original Class A-8 Notional Amount or Original Class A-9 Notional Amount of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-R, A-LR, B-1, B-2, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C X-0 xxx X (reverse side of Certificatesxevxxxx xxxx xx Xxxxxxxxxxxs) heretoheretx. On original issue the Xx xxxxxxxx xxxxx xxe Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificatePO, Class A-R, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificatePO, A-R, Class B-4, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0X-X, AX-PO, A-RXX, X-0, X-0, X-0, X-0, X-0, B-6 X-0 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0, X-0, X-0X-XX, X-0X-X, AX-PO, A-RXX, X-0, X-0, X-0, X-0, X-0, B-6 X-0 and C (reverse side of all Certificates) hereto. On and shall, on original issue issue, be executed by the Certificates Trustee and shall be executed countersigned and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by Senior Certificates (other than the Class A A-R and Class B A-LR Certificates) shall be available to investors in interests representing minimum dollar Certificate Balances (or notional amounts) of $1,000 and integral multiples of $1 in excess thereof. The Subordinate Certificates shall be available to investors in interests representing minimum dollar Certificate Balances of $25,000 and integral dollar multiples of $1 in excess thereof (except one Certificate of such Class may be issued with a different Certificate Balance (or notional amount)). The Class A-R and Class A-LR Certificates shall each be in a minimum denomination of $50. The Senior Certificates (other than the sum Class A-R and Class A-LR Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the amounts specifically set forth Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in the respective Certificatesdefinitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by Trustee substantially in the Authenticating Agent by manual signatureform provided for herein, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereincountersignature."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits A-1-A-1, A-1-A-R, A-1-A-LR, A-2-A-1, A-2-A-2, A-2-A-3, A-3-A-1, A-4-A-1, X-0-XX, X-0-XX, X-0, X-0, X-0, A-PO, A-RX-4, X-0, X-0X-0 xxx X (xxxxxxx xx xxx Xxrtificates) and shxxx, X-0xx xxxxxxxx xxxxx, X-0, X-0, B-6 be executed by the Trustee and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be available to investors in the sum of the amounts specifically minimum denominations representing minimum dollar Certificate Balances (or notional amounts) and integral multiples in excess thereof as set forth in the respective Preliminary Statement. The Senior Certificates (other than the Class 1-A-R, Class 1-A-LR, Class 1-IO and Class 2-IO Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) ), that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0A-1, A-PO, A-R, X-0B-1, X-0B-2, X-0B-3, X-0B-4, X-0B-5, B-6 and C (reverse side of CertificatesCerxxxxxxxxx) heretoxxxetx. On original issue the Xx xxxxxxxx xxxxx xxe Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance or Original Class A-3 Notional Amount of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, X-0A-2, X-0, X-0, A-POA-3, A-R, X-0A-LR, X-0B-1, X-0B-2, X-0B-3, X-0B-4, B-5, B-6 and C (reverse side of Certificatessxxx xx Xxxxxxxxxxxx) heretoxxxxxx. On original issue the Certificates xxxxxxxx xxxxx xxx Xxxtificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-4, Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, A-LR, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Unless otherwise specified in this ---------------- Agreement, the Certificates of each class shall be issued only in minimum Denominations denominations of a Single Certificate and, except for the Class A-R Certificate, $250,000 and in integral multiples of $1,000 in excess thereof (exceptthereof; provided, if necessaryhowever, for that one Class C Certificate may be issued in a denomination -------- ------- that represents a residual portion of each Class (other than the Class A-R CertificateC Initial Certificate Principal Balance. Upon initial issuance in fully registered form (the "Registered Certificates") that evidences one Single Certificate plus such additional principal portion as is required on the Closing Date, the Class A Certificates, the Class B Certificates and the Class C Certificates shall be in order for all Certificates the form of such Class to equal the aggregate Original Principal Balance of such ClassExhibit X-0, as the case may be)Xxxxxxx X-0 and Exhibit A-3, respectively, which are incorporated by reference, and shall be substantially in the respective forms set forth issued as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified provided in Section 2.01. The 6.2 in an aggregate principal portion evidenced by amount equal to the Class A and Initial Certificate Principal Balance, the Class B Certificates shall be Initial Certificate Principal Balance and the sum of the amounts specifically set forth in the respective CertificatesClass C Initial Certificate Principal Balance, respectively. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of a Responsible Officer or other authorized signatory of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were were, at any the time the proper officers when such signatures shall have been affixed, authorized to sign on behalf of the Trustee Trust, shall bind be valid and binding obligations of the Trustee Trust, notwithstanding that such individuals or any of them shall have ceased to hold such offices be so authorized prior to the execution, authentication and delivery of such Certificates or did not hold such offices or positions at the date of such Certificates. No Certificate shall be entitled entitle the Holder to any benefit under this Agreement, or shall be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears shall appear on such Certificate a certificate of an authentication substantially in the form set forth in Exhibit X-0, X-0 xxx X-0 hereto, as applicable, executed by the Authenticating Agent Trustee by manual or facsimile signature, and ; such countersignature or certificate upon a Certificate authentication shall be constitute conclusive evidence, and the only evidence, evidence that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon due presentment of such time as Definitive Certificates are issued Certificate in such transferee's name pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein6.5."

The Certificates. (a) The Class A Certificates, Class SB Certificates and Class B R Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A, X-0B and D, X-0respectively, X-0and shall, A-POon original issue, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian one or more Custodians of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate of each Class will be issuable to the sum REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of the amounts specifically set forth in the respective Certificatesnot less than 0.01%. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall will be substantially in the respective forms set forth annexed hereto as Exhibits X-0A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class P Certificates, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 the Class C Certificates and C (reverse side of the Class R Certificates) heretowill be issued in minimum denominations of $25,000 Initial Certificate Principal Balance or Initial Notional Amount, as applicable, and integral multiples of $1 in excess thereof. On The Class C Certificates will be issued in minimum denominations of $10,000 Initial Notional Amount and integral multiples of $1 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original issue issue, the Certificates shall shall, upon the written request of the Company executed by an officer of the Company, be executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Seller Company upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Trustee by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only substantially in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 form set forth in excess thereof (except, if necessary, for one Certificate of each Class Exhibits A-1 and A-2 hereto. The Certificates (other than the Class A-[S] Certificates and Class R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall will be executed and delivered by the Trustee to or upon the order issuable in registered form, with minimum initial Certificate Principal Balances as of the Seller upon receipt by the Trustee Closing Date of $[ ] and integral multiples of $[ ] in excess thereof[;provided, however, that one Class [ ] Certificate will be issued in an initial denomination equal to $[ ], or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of $[ ] and any integral multiple of $[ ]]. The Class [S] Certificates and Class R Certificates will be issuable in registered form, in minimum denominations of not less than a [ ]% Percentage Interest; [provided, however, that at all times one Class R Certificate will be held by [the amounts specifically set forth Certificate Administrator] as "tax matters person" pursuant to Section 10.01(c) in the respective Certificatesa minimum denomination representing a Percentage Interest of not less than 0.01%]. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper authorized officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) 1. The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-PO, Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-PO, Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, A-LR, X-0, X-0, X-0, X-0, X-0, B-6 X-0, and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only substantially in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 form set forth in excess thereof (except, if necessary, for one Certificate of each Class Exhibits A-1 and A-2 hereto. The Certificates (other than the Class A-[S] Certificates and Class R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall will be executed and delivered by the Trustee to or upon the order issuable in registered form, with minimum initial Certificate Principal Balances as of the Seller upon receipt by the Trustee Closing Date of $[ ] and integral multiples of $[ ] in excess thereof[;provided, however, that one Class [ ] Certificate will be issued in an initial denomination equal to $[ ], or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of $[ ] and any integral multiple of $[ ]]. The Class [S] Certificates and Class R 20 Certificates will be issuable in registered form, in minimum denominations of not less than a o% Percentage Interest; [provided, however, that at all times one Class R Certificate will be held by [the amounts specifically set forth Certificate Administrator] as “tax matters person” pursuant to Section 10.01(c) in the respective Certificatesa minimum denomination representing a Percentage Interest of not less than 0.01%]. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee by any Responsible Officer thereofTrustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper authorized officers of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent Certificate Registrar by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificateResidual Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Residual Certificate) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance or Original Notional Amount of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, X-0, X-0, X-0A-2, A-POIO, A-R, X-0B-1, X-0B-2, X-0B-3, X-0B-4, X-0B-5, B-6 and C (reverse side of Certificatesxx Xxxxxxxxxxxx) heretoxxxxxx. On original issue the Certificates Xx orxxxxxx xxxxx xxx Xertificates shall be executed and delivered by the Trustee Paying Agent to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion or notional amount evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Paying Agent by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Paying Agent shall bind the Trustee Paying Agent notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication countersigning of such Certificates and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeAuthenticating Agent, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Depositor or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A-1-A-1, X-0, X-0, X-0, AA-1-PO, A-R, A-1-A-LR, A-2-A-1, A-3-A-1, A-4-A-1, A-1-IO, A-2-IO, X-0-XX, X-0-XX, X-0, X-0, X-0, X-0, X-0, B-6 and C X-0 xxx X (reverse side xeverse of all Certificates) hereto. On original issue and shxxx, xx xxxxxxxx xxxxx, be executed by the Certificates Trustee and shall be executed authenticated and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be available to investors in the sum of the amounts specifically minimum denominations representing minimum dollar Certificate Balances (or notional amounts) and integral multiples in excess thereof as set forth in the respective Preliminary Statement. The Senior Certificates (other than the Class 1-A-R, Class 1-A-LR, Class 1-IO, Class 2-IO, Class 3-IO and Class 4-IO Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A-1-CB-1, X-0A-1-CB-2, X-0A-1-CB-3, X-0A-1-CB-4, A-1-CB-R, A-1-CB-LR, A-2-A-1, A-POX-XX, AX-RX-XX, X-0, X-0, X-0, X-0, X-0, B-6 and X-0 xxx C (reverse side revxxxx of all Certificates) hereto. On original issue and shxxx, xx xxxxxxxx xxxxx, be executed by the Certificates Trustee and shall be executed authenticated and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be available to investors in the sum minimum denominations of initial Certificate Balance or Initial Notional Amount and the amounts specifically integral multiples in excess thereof set forth in the respective Preliminary Statement. The Senior Certificates (other than the Class 1-CB-R and Class 1-CB-LR Certificates) and the Class B-1, Class B-2, and Class B-3 Certifixxxxx shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-6, Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-6, Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-RA-1, X-0, X-0, X-0, X-0, X-0, B-6 X-XO, A-R, A-LR, B-1, X-0, X-0, X-0, X-0, X-0 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for substantially the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0in Exxxxxxx X, X, X, X-0, X-0, X-0E, F and G hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 11.03 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A-PO) a Notional Amount Certificate, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side B) 100% of Certificatesthe Class Principal Balance of any Class of Certificates or (c) heretoCertificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. On original issue the The definitive Certificates shall be executed and delivered printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Trustee to or upon the order rules of any securities exchange on which any of the Seller upon receipt Certificates may be listed, all as determined by the Trustee or the Custodian of the documents specified in Section 2.01officers executing such Certificates, as evidenced by their execution thereof. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be issuable in registered form, in the sum minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the amounts specifically applicable minimum denomination) and aggregate denominations per Class set forth in the respective CertificatesPreliminary Statement of the Series Supplement. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the Trustee Trust Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent Trust Administrator by manual signature, and such countersignature or certificate of authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0X-XX, X-0, X-0, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificatePO, Class A-R, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificatePO, Class A-R, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0X-XX, AX-PO, A-RX, X-0, X-0, X-0, X-0, X-0, B-6 X-0 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class I-A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class I-A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, A-I-A-PO, A-I-A-R, A-II-A-1, A-II-A-PO, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificatePO, Class A-R, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificatePO, A-R, Class B-4, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0X-X, AX-PO, A-RXX, X-0, X-0, X-0, X-0, X-0, B-6 X-0 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A A, Class M and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-5 and Class A-R CertificateCertificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class or Subclass (other than the Class A-5 and Class A-R CertificateCertificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class or Subclass to equal the aggregate Original Class A Subclass Principal Balance, Original Class M Principal Balance or the aggregate Original Class B Subclass Principal Balance of such ClassClass or Subclass, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 C, and C D (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A A, Class M and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits A-0, X-0, X-0, X-0, X-0, A-0, X-0, X-0, X-0, X-X, A-PO, A-R, X-0B-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits A-1-CB-1, A-1-CB-R, A-1-CB-LR, A-2-CB-1, A-CB-IO, A-3-A-1, A-3-IO, A-30-XX, X-0-X-0, X-00-XX, X-00-XO, B-1, B-2, B-3, B-4, X-0, X-0X-0 xxx X (xxxxxxx xx xxx Xxxxxxxxxtes) and shxxx, X-0xx xxxxxxxx xxxxx, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 be executed by the Trustee and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be available to investors in the sum minimum denominations of initial Certificate Balance or Initial Notional Amount and the amounts specifically integral multiples in excess thereof set forth in the respective Preliminary Statement. The Senior Certificates (other than the Class 1-CB-R and Class 1-CB-LR Certificates) and the Class B-1, Class B-2 and Class B-3 Certificxxxx shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the A-R and Class A-R CertificateLR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance or Original Class A-IO Notional Amount of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-R, A-LR, B-1, B-2, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C X-0 xxx X (reverse side of Certificatesxevxxxx xxxx xx Xxxxxxxxxxxs) heretoheretx. On original issue the Xx xxxxxxxx xxxxx xxe Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth attached hereto as Exhibits Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 Exhibit C and C (reverse side of Certificates) hereto. On original issue the Exhibit D. The Class A ----------- ----------- ----------- --------- --------- Certificates shall be executed and delivered by issuable in registered form, in the Trustee to or upon the order minimum dollar denominations, integral dollar multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The applicable minimum dollar denomination) and aggregate principal portion evidenced by the dollar denominations per Class A and Class B Certificates shall be the sum of the amounts specifically as set forth in the respective Certificatesfollowing table: Integral Multiples in Minimum Excess of Latest Scheduled Initial Certificate Class Denomination Minimum Distribution Date Balance ----------- --------------- --------------- --------------------- ----------------------- A-1 $50,000 $ 1 November 2010 $37,000,000 A-2 $50,000 $ 1 September 2023 $93,000,000 A-3 $25,000 $25,000 November 2031 $60,000,000 The Class R Certificate shall initially be issued with no principal balance. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificatesauthentication and delivery. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication substantially in the form set forth as attached hereto executed by the Authenticating Agent Trustee by manual signature, and such countersignature or certificate of authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive On the Closing Date, the Trustee shall authenticate the Certificates are to be issued pursuant at the written direction of the Contract Seller. The Servicer shall provide, or cause to Section 5.07be provided, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration on a continuous basis, an adequate inventory of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made Certificates to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinfacilitate transfers."

The Certificates. (a) The Class A A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class B Certificates and the Seller Certificate shall be substantially in the form of Exhibits A-1, X-0, X-0, X and C, respectively, to this Agreement. The Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates shall be issuable in minimum denominations of $1,000 and integral multiples in excess thereof and the Class B Certificates shall be issued only issuable in minimum Denominations denominations of a Single Certificate and, except for the Class A-R Certificate, $250,000 and integral multiples of $1,000 in excess thereof thereof; provided, however, that one Class A-1 Certificate, one Class A-2 Certificate, one Class A-3 Certificate and one Class B Certificate may be issued in a denomination that includes any remaining portion of the Initial Class A-1 Certificate Balance, the Initial Class A-2 Certificate Balance, the Initial Class A-3 Certificate Balance and the Initial Class B Certificate Balance, respectively (excepteach, if necessary, for one a "Residual Certificate"). A single Seller Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificatesissued. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any manual or facsimile signature of a Responsible Officer thereofunder the Trustee's seal imprinted thereon and attested on behalf of the Trustee by the manual or facsimile signature of a Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind be valid and binding obligations of the Trustee Trust, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Classes of Certificates shall be issued only substantially in the forms attached hereto as Exhibits A-AR, A-A1, A-A2, A-A3, A-A4, A-A5, A-A6, A-A7, A-A8, A-A9, A-A10, A-A11, B-M1, B-M2, B-M3, B-M4, B-M5, B-M6, B-B1, B-CE, B-P and C (reverse of all Certificates) and shall, on original issue, be executed by the Securities Administrator and shall be authenticated and delivered by the Securities Administrator to or upon the order of the Depositor upon receipt by the Trustee of the documents specified in Section 2.01. The Classes of Certificates (other than the Class CE Certificates) shall be available to investors in minimum Denominations denominations of a Single initial Certificate and, except Balance and integral multiples in excess thereof set forth in the Preliminary Statement. The minimum denomination for the Class A-R Certificate, integral multiples of $1,000 CE Certificates shall be a 10% Percentage Interest in excess thereof (except, if necessary, for one Certificate of each Class such Class. The Offered Certificates (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required shall initially be issued in order for all Certificates book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be)Depository to, and shall be substantially in deposited with, the respective forms set forth as Exhibits X-0Certificate Custodian, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side all other Classes of Certificates) hereto. On original issue the Certificates shall initially be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified issued in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificatesdefinitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the Trustee Securities Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureSecurities Administrator substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A-1-A-1, A-1-A-R, A-2-A-1, A-2-A-2, A-2-A-3, A-3-A-1, A-4-A-1, B-1, B-0, X-0, X-0, X-0, A-POX-0 xxx X (xxxxxxx xx xxl Certificaxxx) xxx xxxxx, A-Rxx xxxxxxxx xxxxe, X-0, X-0, X-0, X-0, X-0, B-6 be executed by the Trustee and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be available to investors in the sum of the amounts specifically minimum denominations representing minimum dollar Certificate Balances and integral multiples in excess thereof as set forth in the respective CertificatesPreliminary Statement. The Senior Certificates (other than the Class 1-A-R Certificate) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."only

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for substantially the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0in Xxxxxxxx X, X, X, X-0, X-0, X-0E, F and G hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefore, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A-PO) a Notional Amount Certificate, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side B) 100% of Certificatesthe Class Principal Balance of any Class of Certificates or (c) heretoCertificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. On original issue the The definitive Certificates shall be executed and delivered printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Trustee to or upon the order rules of any securities exchange on which any of the Seller upon receipt Certificates may be listed, all as determined by the Trustee or the Custodian of the documents specified in Section 2.01officers executing such Certificates, as evidenced by their execution thereof. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be issuable in registered form, in the sum minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the amounts specifically applicable minimum denomination) and aggregate denominations per Class set forth in the respective CertificatesPreliminary Statement. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the Trustee Trust Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent Trust Administrator by manual signature, and such countersignature or certificate of authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."-137-

The Certificates. (a) The Each of the Class A X-0, Xxxxx X-0X, Xxxxx X-0X, Class A-2C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B, Class CE, Class P and Class R Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed by the Trustee and authenticated and delivered by the Certificate Registrar to or upon the receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. Each Class of the Class A, Class M and Class B Certificates shall be issued only in initially evidenced by one or more Certificates representing a Percentage Interest with a minimum Denominations dollar denomination of a Single Certificate and, except for the Class A-R Certificate, $25,000 and integral multiples of $1,000 1 in excess thereof (except, if necessary, for one Certificate of each thereof. The Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the P Certificates shall be executed initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $20 and delivered by the Trustee to or upon the order integral multiples of the Seller upon receipt by the Trustee or the Custodian of the documents specified $20 in Section 2.01excess thereof. The aggregate principal portion evidenced by the Class A and CE Certificates are issuable only in minimum Percentage Interests of 10%. The Class B Certificates shall be the sum of the amounts specifically set forth in the respective CertificatesR Certificate is issuable only as a single certificate. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trust, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureCertificate Registrar substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant Subject to Section 5.075.02(c), each the Class A, Class M and Class B Certificates shall be Book-Entry Certificate Certificates. The Class CE, Class P and Class R Certificates shall bear the following legend: "Unless this not be Book-Entry Certificates but shall be issued in fully registered certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinform."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Residual Certificate, (i) integral multiples of $1 in excess thereof, with respect to the Class A Certificates and (ii) integral multiples of $1,000 in excess thereof thereof, with respect to the Class B Certificates (except, if necessary, for one Certificate of each Class (other than the Class A-R Residual Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, X-0A-2, X-0A-3, X-0A-4, A-POA-5, A-R, X-0B-1, X-0B-2, X-0B-3, X-0B-4, X-0B-5, B-6 and C (reverse side of Certificatesrevxxxx xxxx xx Xxxxxxxxxxxx) heretoxxxxxx. On original issue the Certificates Xx xxxxxxxx xxxxx xxx Xertificates shall be executed and delivered by the Trustee Paying Agent to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Paying Agent by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Paying Agent shall bind the Trustee Paying Agent notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication countersigning of such Certificates and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeAuthenticating Agent, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Depositor or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Classes of Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth attached hereto as Exhibits X-0, X-0, X-0, X-0A-AR, A-POA1, A-RA2, X-0B-M1, X-0B-M2, X-0B-M3, X-0B-M4, X-0B-M5, B-6 B-M6, B-M7, B-M8, B-M9, B-CE, B-P and C (reverse side of all Certificates) hereto. On and shall, on original issue issue, be executed by the Certificates Securities Administrator and shall be executed authenticated and delivered by the Trustee Securities Administrator to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by Classes of Certificates (other than the Class A and Class B Certificates CE Certificates) shall be the sum of the amounts specifically available to investors in minimum Denominations and integral multiples in excess thereof set forth in the respective Preliminary Statement. The minimum denomination for the Class CE Certificates shall be a 10% Percentage Interest in such Class. The Class A-1 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository’s instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form; provided, however, a Holder of 100% Percentage Interest in the Class A-2 Certificates or any Class of Mezzanine Certificates may request that the Securities Administrator exchange their Definitive Certificates for Book-Entry Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the Trustee Securities Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureSecurities Administrator substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A-1A1, X-0X-0X0, X-0X-0XX, X-0X-0X0, AX-0X0, X-0X0, X-0X0, X-POX0, AX-RX0, X-0B-B3, X-0B-B4, X-0B-B5, X-0, X-0, B-6 B-B6 and C (reverse side of all Certificates) hereto. On and shall, on original issue issue, be executed by the Certificates Securities Administrator and shall be executed authenticated and delivered by the Trustee Securities Administrator to or upon the order of the Seller Depositor upon receipt by the Trustee (or the a Custodian on its behalf) of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be the sum available to investors in minimum denominations of the amounts specifically initial Certificate Balance and integral multiples in excess thereof set forth in the respective CertificatesPreliminary Statement. The Senior Certificates (other than the Class 1-A-R Certificate) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the Trustee Securities Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureSecurities Administrator substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A A, Class M and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class or Subclass (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class or Subclass to equal the aggregate Original Class A Subclass Principal Balance, Original Class M Principal Balance or the aggregate Original Class B Subclass Principal Balance of such ClassClass or Subclass, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 C, and C D (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A A, Class M and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Trust Administrator or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-X, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth form annexed hereto as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side Exhibit A-1 through E. Each of Certificates) hereto. On original issue the Certificates shall shall, on original issue, be executed by the Trustee and authenticated and delivered by the Trustee to or Certificate Registrar upon the written order of the Seller upon receipt by Depositor concurrently with the sale and assignment to the Trustee or the Custodian of the documents specified in Section 2.01Trust Fund. The aggregate principal portion evidenced by Each Class of the Class A and Class B Regular Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1 in excess thereof, in the sum case of the amounts specifically set forth Class X-1 and Class X-2A1B Certificates, a minimum notional amount of $100,000 and integral dollar multiples of $1 in excess thereof, and in the respective case of the Class PO-1 and Class PO-2A1B Certificates, which will be issued in minimum percentage interests of 0.01%, provided, that, such certificates must be purchased in minimum total investments of at least $100,000. The Class A-R and Class A-R-II Certificates will each be issued as a single certificate in physical form. 95 The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee be binding, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. Each Certificate shall, on original issue, be authenticated by the Certificate Registrar upon the order of the Depositor. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureCertificate Registrar substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until At any time and from time to time after the execution and delivery of this Agreement, the Depositor may deliver Certificates executed by the Trustee to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and deliver such time Certificates as Definitive Certificates are issued pursuant provided in this Agreement and not otherwise. Subject to Section 5.076.02(c), each the Senior Certificates (other than the Residual Certificates) and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates shall be Book-Entry Certificate Certificates. The Residual Certificates shall bear be Physical Certificates. The Private Certificates shall be offered and sold in reliance either on (i) the following legend: "Unless this certificate is presented by an authorized representative exemption from registration under Rule 144A of [the Clearing Agency] to Securities Act and shall be issued initially in the Trustee form of one or its agent more permanent global Certificates in definitive, fully registered form with the applicable legends set forth in Exhibit C (each, a “Restricted Global Security”) or (ii) Regulation S and shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit C hereto (each, a “Regulation S Global Security”), which shall be deposited on behalf of the subscribers for registration of transfersuch Certificates represented thereby with the Trustee, exchange or payment, as custodian for DTC and any certificate issued is registered in the name of [a nominee of DTC, duly executed by the Clearing Agency] Trustee and authenticated by the Certificate Registrar as hereinafter provided. The aggregate principal amounts of the Restricted Global Securities or such other name Regulation S Global Securities, as requested applicable, may from time to time be increased or decreased by an authorized representative adjustments made on the records of [the Clearing Agency] Certificate Registrar and any payment is made to [DTC or its nominee, as the Clearing Agency]case may be, any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinas hereinafter provided."

The Certificates. (a) The Class A A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-9, Class A-10, Class A-PO and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 1 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, X-0A-2, X-0A-3, X-0A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-PO, A-R, X-0B-1, B-0, X-0, X-0, X-0, X-0, B-6 and C X-0 xxx X (reverse side of Certificatesrxxxxxx xxxx xx Xxxxificates) heretoherxxx. On original issue Xx xxxxxxxx xxxxx the Certificates shall be executed and delivered by the Trustee Paying Agent to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Paying Agent by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Paying Agent shall bind the Trustee Paying Agent notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication countersigning of such Certificates and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeAuthenticating Agent, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Depositor or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance or Original Class A-8 Notional Amount of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, AX-0, X-0, X-0, X-0, X-POX, A-RLR, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0A-1-A-1, X-0, X-0, X-0, AA-1-PO, A-R, A-1-A-LR, A-2-A-1, A-3-A-1, A-4-A-1, A-5-A-1, A-5-A-2, X-0, X-0, X-0, X-0, X-0, B-6 X-0 xxx X (xxxxxxe of all Certificatex) xxx xxxxx, xx xxxxxxxx xxxxx, be executed by the Securities Administrator and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee Securities Administrator to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be the sum available to investors in minimum denominations of the amounts specifically initial Certificate Balance and integral multiples in excess thereof set forth in the respective Preliminary Statement. The Senior Certificates (other than the Class 1-A-R and Class 1-A-LR Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the Trustee Securities Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureSecurities Administrator substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-PO and Class A-R CertificateCertificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-PO and Class A-R CertificateCertificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee Trust Administrator to or upon the order of the Seller upon receipt by the Trustee Trust Administrator or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Trust Administrator shall bind the Trustee Trust Administrator notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the TrusteeTrust Administrator, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificateand Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificateand Class A-LR Certificates) that evidences one Single Certificate plus such additional principal portion or notional amount as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance or Original Notional Amount of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-00, X-00, A-PO, A-R, A-LR, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion (or notional amount) evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth form annexed hereto as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side Exhibit A through E. Each of Certificates) hereto. On original issue the Certificates shall shall, on original issue, be executed by the Trustee and authenticated and delivered by the Trustee to or Certificate Registrar upon the written order of the Seller upon receipt by Depositor concurrently with the sale and assignment to the Trustee or the Custodian of the documents specified in Section 2.01Trust Fund. The aggregate principal portion evidenced by Each Class of the Class A and Class B Regular Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1 in excess thereof, in the case of the Class A-1, Class X-0, Xxxxx X-0, Class M-1, Class M-2 and Class M-3 Certificates. The Residual Certificates are issuable only in Percentage Interests of 100%. The Class P Certificates, the Class C Certificates and the Class Y Certificates are issuable in any Percentage Interests; provided, however, that the sum of the amounts specifically set forth in the respective Certificatesall such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued and outstanding at any one time. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by any a Responsible Officer thereofOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee be binding, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificatesCertificate. Each Certificate shall, on original issue, be authenticated by the Certificate Registrar upon the order of the Depositor. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureCertificate Registrar substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until At any time and from time to time after the execution and delivery of this Agreement, the Depositor may deliver Certificates executed by the Trustee to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and deliver such time Certificates as Definitive Certificates are issued pursuant provided in this Agreement and not otherwise. Subject to Section 5.076.02(c), each the Senior Certificates and the Class M-1, Class M-2 and Class M Certificates shall be Book-Entry Certificate Certificates. The Residual Certificates, Class C Certificates, Class P Certificates and Class Y Certificates shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinbe Physical Certificates."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, A-LR, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of all Certificates) hereto. On and shall, on original issue issue, be executed by the Certificates Trustee and shall be executed countersigned and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by Senior Certificates (other than the Class A A-PO and Class B A-R Certificates) shall be available to investors in interests representing minimum dollar Certificate Balances (or notional amounts) of $ and integral multiples of $ in excess thereof. The Subordinate Certificates and the Class A-PO Certificates shall be available to investors in interests representing minimum dollar Certificate Balances of $ and integral dollar multiples of $1 in excess thereof (except one Certificate of such Class may be issued with a different Certificate Balance. The Class A-R and Class A-LR Certificates shall be in a minimum denomination of $ . The Senior Certificates (other than the sum Class A-R and Class A-LR Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the amounts specifically set forth Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in the respective Certificatesdefinitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by Trustee substantially in the Authenticating Agent by manual signatureform provided for herein, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereincountersignature."

The Certificates. (a) The Class A and Class B Certificates shall be issued only substantially in the forms attached hereto as Exhibits A-1 through A-7. The Certificates shall be issuable in registered form, in the minimum Denominations of a Single Certificate and, except for the Class A-R Certificatedollar denominations, integral dollar multiples of $1,000 in excess thereof (except, if necessary, for except that one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required may be issued in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall a different amount which must be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order excess of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The applicable minimum dollar denomination) and aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically dollar denominations as set forth in the respective Certificates. following table: Minimum Integral Multiple in Original Certificate Class Denomination Excess of Minimum Principal Balance Pass-Through Rate --------- ------------ -------------------- -------------------- ----------------- [A-1] $25,000 $1,000 $ Class A-1 Pass-Through Rate [M-1] $25,000 $1,000 $ Class M-1 Pass-Through Rate [M-2] $25,000 $1,000 $ Class M-2 Pass-Through Rate [B-1] $25,000 $1,000 $ Class B-1 Pass-Through Rate [R] 100% N/A N/A N/A The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificatesauthentication and delivery. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate the countersignature of authentication executed by the Authenticating Agent Trustee by manual signature, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated countersigned and delivered hereunder. All Certificates shall be dated the date of their authenticationcountersignature. Until such time as Definitive On the Closing Date, the Trustee shall authenticate the Certificates are to be issued pursuant at the written direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to Section 5.07be provided, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration on a continuous basis, an adequate inventory of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made Certificates to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereinfacilitate transfers."

The Certificates. (a) The Class A Classes of Senior Certificates and Class B the Subordinate Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0, X-0, X-0, X-0, X-0, A-POIO, A-R, A-LR, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of all Certificates) hereto. On and shall, on original issue issue, be executed by the Certificates Trustee and shall be executed countersigned and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by Senior Certificates (other than the Class A A-R and Class B A-LR Certificates) shall be available to investors in interests representing minimum dollar Certificate Balances (or notional amounts) of $1,000 and integral multiples of $1 in excess thereof. The Subordinate Certificates shall be available to investors in interests representing minimum dollar Certificate Balances of $25,000 and integral dollar multiples of $1 in excess thereof (except one Certificate of such Class may be issued with a different Certificate Balance (or notional amount)). The Class A-R and Class A-LR Certificates shall each be in a minimum denomination of $50. The Senior Certificates (other than the sum Class A-R and Class A-LR Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the amounts specifically set forth Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in the respective Certificatesdefinitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by Trustee substantially in the Authenticating Agent by manual signatureform provided for herein, and such countersignature or certificate upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest hereincountersignature."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificateR, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificateR, Class B-4, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, X-0A-2, X-0A-3, X-0A-4, A-R, A-PO, A-RB-1, X-0B-2, X-0B-3, X-0B-4, X-0, X-0B-5, B-6 and C (reverse side of Certificatesrevexxx xxxx xx Xxxxxxxxxxxs) heretoheretx. On original issue the Xx xxxxxxxx xxxxx xxe Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A A, Class M and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class I-A-R Certificateand Class I-A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class I-A-R Certificateand Class I-A-LR Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0A-I-A-1, A-POII-A-1, A-I-A-R, A-I-A-LR, X-0, X-0, X-0, X-0, X-0, B-6 X-0, C and C D (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A A, Class M and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) a)...The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificatePO, Class A-R, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificatePO, Class A-R, Class B-4, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R CertificatePO, Class A-R, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R CertificatePO, A-R, Class B-4, Class B-5 and Class B-6 Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0X-X, AX-PO, A-RXX, X-0, X-0, X-0, X-0, X-0, B-6 X-0 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein.":

The Certificates. (a) 1. The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-PO and Class A-R CertificateCertificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-PO and Class A-R CertificateCertificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-7, A-8, A-PO, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-1, X-0, X-0, X-0, A-POA-2, A-R, X-0B-1, X-0B-2, X-0B-3, X-0B-4, X-0B-5, B-6 and C (reverse side of CertificatesCertxxxxxxxx) heretoxxxxxx. On original issue the Xx xxxxxxxx xxxxx xxe Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class II-A-R CertificateR, Class II-A-LR and Class II-A-PO Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class II-A-R Certificateand Class II-A-LR Certificates) that evidences one Single Certificate plus such additional principal portion as is required in order for all Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits X-0A-I-A-1, X-0, X-0, X-0, A-I-A-PO, A-II-A-1, A-II-A-R, X-0A-II-A-LR, X-0A-II-A-PO, X-0B-1, X-0B-2, X-0B-3, B-4, B-5, B-6 and C (reverse side of Certificates) heretoheretx. On original issue the Xx xxxxxxxx xxxxx xxe Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.012.01(a). The aggregate principal portion evidenced by the Class A and Class B Certificates shall be the sum of the amounts specifically set forth in the respective Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereof. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed by the Authenticating Agent by manual signature, and such countersignature or certificate upon a Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee Seller or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."

The Certificates. (a) The Class A Classes of Senior Certificates, the Subordinate Certificates and Class B Certificates shall be issued only in minimum Denominations of a Single Certificate and, except for the Class A-R Certificate, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class A-R Certificate) that evidences one Single Certificate plus such additional principal portion as is required in order for all P Certificates of such Class to equal the aggregate Original Principal Balance of such Class, as the case may be), and shall be substantially in the respective forms set forth as in Exhibits X-0, X-0, X-0, X-0A-A-1, A-POA-2, A-RA-3, X-0B-M-1, X-0B-M-2, X-0B-B-1, X-0B-B-2, X-0B-B-3, B-6 B-CE, B-P, B-R xxx X (xxxxxxx xx xll Certifxxxxxx) xxx xxxxx, xx xxxxxxxx xxxxx, xx xxecuted by the Trustee and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed authenticated and delivered by the Trustee to or upon the order of the Seller Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion evidenced by the Class A and Class B Classes of Certificates shall be the sum available to investors in minimum denominations of the amounts specifically initial Certificate Balance and integral multiples in excess thereof set forth in the respective Preliminary Statement. The Class A Certificates, Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by any Responsible Officer thereofan authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the Trustee Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices or positions at the date of such CertificatesCertificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless manually countersigned by a Responsible Officer of the Trustee, or unless there appears on such Certificate a certificate of authentication executed shall have been manually authenticated by the Authenticating Agent by manual signatureTrustee substantially in the form provided for herein, and such countersignature or certificate authentication upon a any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Until such time as Definitive Certificates are issued pursuant to Section 5.07, each Book-Entry Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of [the Clearing Agency] to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [the Clearing Agency] or such other name as requested by an authorized representative of [the Clearing Agency] and any payment is made to [the Clearing Agency], any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, [the Clearing Agency], has an interest herein."