Common use of The Certificates Clause in Contracts

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Each of the Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed and authenticated by the Securities Administrator and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated 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 DepositorTrust Fund. The Certificates shall be issuable in Authorized Denominations. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Fund by an authorized signatorya Responsible Officer of the Securities Administrator. Certificates bearing the manual or facsimile signatures of individuals who were, at the time such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeTrust 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 or be valid for any purpose, unless there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Securities Administrator substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.3, the Class A Certificates and Class M Certificates shall be Book-Entry Certificates. On the Closing Date, the Class CE, Class P and Class R Certificates shall not be Book-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P Certificates, the Class C Certificates and the Class R Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $25,000 Initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Balance or Initial Notional Amount of $100,000 Amount, as applicable, and integral multiples of $1 in excess thereof. The Residual Class C Certificates are will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorCompany upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Class A, Class SB and Class R Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0set forth in Exhibits A, Xxxxxxx X-0B and D, Exhibit X-0respectively, Xxxxxxx X-0 and Exhibit A-5 shall, on original issue, be executed and will delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Depositor upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Class A Certificates shall be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum dollar denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 25,000 and integral multiples of $1 in excess thereof. The Residual Class SB Certificates are shall be issuable in registered, certificated form in minimum denominations corresponding to minimum Percentage Interests percentage interests of 205.00% and integral multiples of 0.01% in excess thereof. Upon original issueEach 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 REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of not less than 0.01%.The Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatoryofficer of the Trustee. 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 Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Offered Subordinate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class M-10 and Class M-11 Certificates are issuable only in minimum denominations corresponding to minimum initial Class Principal Amounts of $250,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples multiple thereof. Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued as a single security and maintained in fully registered form in a denomination equal to 100% of the percentage interest of such interest.

The Certificates. (a) The Certificates Trustee shall, upon written order or request signed in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans name of Seller by one of its officers authorized to do so and all other assets included in the Trust Fund. The Certificates delivered to an Authorized Officer of each Class will be substantially in the forms annexed hereto as Exhibit X-0Trustee, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights execute on behalf of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 Trust, authenticate and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, deliver the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of Seller in the Depositoraggregate principal amount and denominations as set forth in such written order or request. The Certificates shall be issuable in denominations of $1,000 and integral multiples thereof; provided that one Class A Certificate and one Class B Certificate may be issued in a denomination that represents the residual amount of the original Class A Certificate Balance and the Original Class B Certificate Balance, respectively. Upon initial issuance, the Class A Certificates and the Class B Certificates shall be in the form of Exhibit A and Exhibit B, respectively, which are incorporated by reference herein, and shall be issued as provided in Section 5.8, in an aggregate amount equal to the Original Class A Certificate Balance and the Original Class B Certificate Balance, respectively. The Certificates shall be executed and attested by Trustee on behalf of the Trust by manual or facsimile signature on behalf of an Authorized Officer of Trustee under Trustee’s seal imprinted thereon and attested by the Trustee by manual or facsimile signature of an authorized signatoryAuthorized Officer of Trustee. 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 TrusteeTrust, notwithstanding that such individuals or any of them shall 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Offered Subordinate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples multiple thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued and maintained in fully registered form.

The Certificates. The Investor Certificates of any Series or Class shall be issued in fully registered form (a) The Certificates including any uncertificated Series or Class which is registered in the aggregate will represent Certificate Register, the entire beneficial ownership “Registered Certificates”) unless the applicable Supplement provides, in accordance with then applicable laws, that such Certificates be issued in bearer form (“Bearer Certificates”) with attached interest in coupons and a special coupon (collectively the Mortgage Loans and all other assets included in “Coupons”). Such Registered Certificates or Bearer Certificates, as the Trust Fund. The Certificates of each Class will case may be, shall be substantially in the forms annexed hereto as Exhibit X-0form of the exhibits with respect thereto attached to the applicable Supplement. The Transferors may elect at any time, Xxxxxxx X-0by written notice to the Trustee, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will to have their interests in the Transferors’ Interest be issuable (i) uncertificated interests or (ii) evidenced by Transferor Certificates in registered form, substantially in the form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original Exhibit A (which shall, upon issue, the Certificates shall be executed and delivered by the Transferors to the Trustee for authentication and redelivery as provided in Section 6.02). If the Transferors elect to have their interests in the Transferors’ Interest be uncertificated, they shall deliver to the Trustee for cancellation any Transferor Certificates previously issued and the Trustee shall cause register in the books and records of the Trust such uncertificated interests of the Transferors in the Transferors’ Interest. If specified in any Supplement, the Investor Certificates to of any Series or Class shall be authenticated issued upon initial issuance as one or more certificates evidencing the aggregate original principal amount of such Series or Class as described in Section 6.10. The Original Transferor Certificate, if certificated, shall be a single certificate and shall initially represent the entire Transferors’ Interest. As of the date of this Agreement, the Transferors’ interests in the Transferors’ Interest are evidenced in uncertificated form, registered by the Certificate Registrar to or upon Trustee in the order books and records of the DepositorTrust. The Certificates Each Certificate shall be executed and attested by manual or facsimile signature on behalf of the Trustee Transferors by an their respective Presidents, Vice Presidents or Chief Executive Officers or by attorneys-in-fact duly authorized signatoryto execute such Certificate on behalf of any such officers. Certificates bearing the manual or facsimile signatures signature of individuals an individual who were was, at any the time the proper officers when such signature was affixed, authorized to sign on behalf of the Trustee a Transferor shall bind the Trusteenot be rendered invalid, notwithstanding that such individuals or any of them have individual 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 Certificate Certificates shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Certificate Registrar Trustee by the manual signaturesignature of a duly authorized signatory, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. Bearer Certificates shall be dated the Series Issuance Date. All Registered Certificates and Transferor’s Certificates shall be dated the date of their authentication.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms form annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A. The Certificates will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are shall be issuable only in minimum dollar denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 1,000 and integral multiples of $1 in excess thereof. The Residual , except that one Certificate may be issued in an amount such that the denomination of such Certificate and the aggregate denomination of all other outstanding Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests together equal the aggregate Certificate Principal Balance of 20% and multiples thereofthe Certificates. Upon original 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 and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorCompany upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Each of the Class A Certificates, the Subordinated Certificates, the Class C Certificates in and the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Class R Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the DepositorDepositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Class A Certificates and the Subordinated Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $100,000 initial Certificate Principal Balance and integral dollar multiples of $1,000.00 in excess thereof, except that one Certificate of each such Class 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 Certificate Principal Balance of such Class on the Closing Date. The Class C Certificates and the Class R Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each such Class may be issued. The Certificates shall be executed and attested on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.02(c), the Class A Certificates and the Subordinated Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Book-Entry Certificates.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P, Class C and Class R Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $25,000 Initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Balance and integral multiples of $1 in excess thereof. The Residual Class C Certificates are will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 10.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorDepositor upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed attached hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will exhibits. The Certificates shall be issuable in registered form only. Each form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate will share ratably in all rights of each Class may be issued in a different amount) and aggregate denominations per Class set forth in the related ClassPreliminary Statement. The LIBOR Certificates are issuable only in minimum denominations corresponding Depositor hereby directs the Trustee to minimum initial Certificate Principal Balances of $25,000. The register the Class X and Class P Certificates are issuable only in minimum denominations corresponding the name of the Depositor or its designee. On a date as to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issuewhich the Depositor notifies the Trustee, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to be authenticated the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 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 (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 such Holder has so notified the Trustee at least five Business Days prior to the related Record Date or (y) by check mailed by first class mail to such Certificateholder at the address of such Holder appearing in the Certificate Registrar to or upon the order of the DepositorRegister. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatoryofficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the 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 any 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed authenticated by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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 authentication. On the Closing Date, the Trustee shall authenticate the Certificates to be issued at the direction of the Depositor or any Affiliate thereof.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Offered Subordinate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class M-10 and Class M-11 Certificates are issuable only in minimum denominations corresponding to minimum initial Class Principal Amounts of $250,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. multiple thereof Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued as a single security and maintained in fully registered form in a denomination equal to 100% of the percentage interest of such interest.

The Certificates. (a) The Each of the Floating Rate Certificates, the Class P Certificates, the Class C Certificates in and the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Residual Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the DepositorDepositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Floating Rate 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 $1.00 in excess thereof, except that one Certificate of each such Class 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 Certificate Principal Balance of such Class on the Closing Date. The Class P Certificates, the Class C Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all 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 and attested on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.02(c), the Floating Rate Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Book-Entry Certificates.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B. The Certificates will be issuable in registered form only. Each Certificate The Class A certificates will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 principal balance and integral multiples of $1 in excess thereof. The Residual Class M Certificates are issuable will be issued in minimum denominations corresponding to of a $250,000 principal balance and integral multiples of $1 in excess thereof. The Class R, Class RX and Class C Certificates will be issued in minimum Percentage Interests percentage interests of 20% and multiples thereof%. The Class P Certificates will be issued in minimum percentage interests of 100%. Upon original issue, the Certificates shall shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be Securities Administrator, authenticated by the Certificate Registrar Securities Administrator and delivered to or upon the order of the DepositorDepositor upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatorya Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P Certificates, the Class C Certificates and the Class R Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $25,000 Initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Balance and integral multiples of $1 in excess thereof. The Residual Class C Certificates are will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Securities Administrator, authenticated by the Certificate Registrar Securities Administrator and delivered to or upon the order of the DepositorCompany upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatorya Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Mezzanine Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. multiple thereof Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued as a single security and maintained in fully registered form in a denomination equal to 100% of the percentage interest of such interest.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit Exhibits X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 A-45 through A-10 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Class A-IO and Class B-IO Certificates are each issuable only in minimum denominations corresponding to the respective minimal initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms form annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A. The Certificates will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are shall be issuable only in minimum dollar denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 1,000 and integral multiples of $1 in excess thereof. The Residual , except that one Certificate may be issued in an amount such that the denomination of such Certificate and the aggregate denomination of all other outstanding Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests together equal the aggregate Certificate Principal Balance of 20% and multiples thereofthe Certificates. Upon original issue, the Certificates shall shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorDepositor upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in Subject to Sections 6.10 and 6.13, the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Investor Certificates of each Series and any Class will thereof may be issued in bearer form (the “Bearer Certificates”) with attached interest coupons and a special coupon (collectively, the “Coupons”) or in fully registered form (the “Registered Certificates”), and shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the exhibits with respect thereto attached to the related ClassSupplement. The LIBOR Transferor Certificate shall be substantially in the form of Exhibit A. The Investor Certificates are issuable only in minimum denominations corresponding and the Transferor Certificate shall, upon issue pursuant hereto or to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issueSection 6.09 or Section 6.10, the Certificates shall be executed and delivered by the Trustee and Transferor to the Trustee for authentication and redelivery as provided in Sections 2.01 and 6.02. Any Investor Certificate shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order issuable in a minimum denomination of the Depositor$1,000 Undivided Interest and integral multiples thereof, unless otherwise specified in any Supplement. The Certificates Transferor Certificate shall also be issued as a single certificate. Each Certificate shall be executed and attested by manual or facsimile signature on behalf of the Trustee Transferor by an authorized signatoryits President, Treasurer or Chief Operating Officer. 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 Transferor or the Trustee shall bind the Trusteenot 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein for herein, executed by or on behalf of the Certificate Registrar Trustee by the manual signaturesignature of a duly authorized signatory, and such certificate of authentication upon 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 authenticationauthentication except Bearer Certificates which shall be dated the applicable Issuance Date as provided in the related Supplement.

The Certificates. (a) The Investor Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Transferor Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0set forth in Exhibits A and B, Xxxxxxx X-0respectively, Exhibit X-0and shall, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the DepositorDepositor concurrently with the sale and assignment to the Trustee of the Trust. The Investor Certificates shall be initially evidenced by one or more certificates representing the entire Original Investor Certificate Principal Balance and shall be held in minimum dollar denominations of $1,000 and integral dollar multiples in excess thereof, except that one Investor Certificate may be in a different denomination of less than $1,000 so that the sum of the denominations of all outstanding Investor Certificates shall equal the Original Investor Certificate Principal Balance. The sum of the denominations of all outstanding Investor Certificates shall equal the Original Investor Certificate Principal Balance. The Transferor Certificates shall be issuable as one or more certificates representing the entire interest in the assets of the Trust other than that represented by the Investor Certificates and shall initially be issued to the Seller. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatoryofficer under its seal imprinted thereon. 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 TrusteeTrust, 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 Transferor Certificates or did not hold such offices at the date of such CertificatesTransferor Certificate. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 6.02(c), the Investor Certificates shall be Book-Entry Certificates. The Transferor Certificates shall not be Book-Entry Certificates.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Mezzanine Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. multiple thereof Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Offered Subordinate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class M-10 Certificates are issuable only in minimum denominations corresponding to minimum initial Class Principal Amounts of $250,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples multiple thereof. Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued and maintained in fully registered form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-5. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P, Class C and Class R Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $25,000 Initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Balance and integral multiples of $1 in excess thereof. The Residual Class C Certificates are will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 10.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorDepositor upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in Subject to Sections 6.10 and 6.13, the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Investor Certificates of each Series and any Class will thereof may be issued in bearer form (the "Bearer Certificates") with attached interest coupons and a special coupon (collectively, the "Coupons") or in fully registered form (the "Registered Certificates"), and shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the exhibits with respect thereto attached to the related ClassSupplement. The LIBOR Certificates are issuable only Transferor may elect at any time, by written notice to the Trustee, to have its interest in minimum denominations corresponding the Transferor Interest be (i) an uncertificated interest or (ii) evidenced by an Exchangeable Transferor Certificate in certificated form. If the Transferor elects to minimum initial have its interest in the Exchangeable Transferor Interest be uncertificated, it shall deliver to the Trustee for cancellation any Exchangeable Transferor Certificate Principal Balances of $25,000previously issued. The Class P Certificates are issuable only If the Transferor elects to have its interest in minimum denominations corresponding to minimum initial the Transferor Interest be evidenced by an Exchangeable Transferor Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issuecertificated form, the Certificates Exchangeable Transferor Certificate shall be issued pursuant hereto or to Section 6.09 or Section 6.10, substantially in the form of Exhibit A and shall upon issue be executed and delivered by the Trustee and Transferor to the Trustee shall cause the for authentication and redelivery as provided in Sections 2.01 and 6.02. The Investor Certificates shall, upon issue pursuant hereto or to Section 6.09 or Section 6.10, be authenticated executed and delivered by the Transferor to the Trustee for authentication and redelivery as provided in Section 2.01 and Section 6.02. Any Investor Certificate Registrar shall be issuable in a minimum denomination of $1,000 Undivided Interest and integral multiples thereof, unless otherwise specified in any Supplement, and shall be issued upon original issuance in an original principal amount equal to or upon the order of the DepositorInitial Invested Amount. The Certificates Exchangeable Transferor Certificate, if applicable, shall be issued as a single certificate. Each Certificate shall be executed and attested by manual or facsimile signature on behalf of the Trustee Transferor by an authorized signatoryits President or any Vice 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 Transferor or the Trustee shall bind the Trusteenot 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 Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein for herein, executed by or on behalf of the Certificate Registrar Trustee by the manual signaturesignature of a duly authorized signatory, and such certificate of authentication upon 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 authenticationauthentication except Bearer Certificates which shall be dated the applicable Issuance Date as provided in the related Supplement.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust FundSection 6.01. The Certificates. Each of the Offered Certificates, the Class BIO Certificates, and the Residual Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0set forth in Exhibits A and B respectively, Xxxxxxx X-0and shall, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the DepositorSeller concurrently with the sale and assignment to the Trustee of the Trust. Each Class of Offered Certificates shall be initially evidenced by one or more certificates representing a fraction of the applicable Original Class Principal Balance or Notional Amount, as applicable, and shall be held in minimum dollar denominations of $25,000 and integral multiples of $1,000 in excess thereof, except that one of each Class of the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates shall equal the aggregate Original Class Principal Balance or Notional Amount, as applicable. The Residual Certificates and Class BIO Certificates shall be held in minimum Percentage Interests of 20%. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 6.02(c), the Offered Certificates shall be Book-Entry Certificates. The Class BIO Certificates and the Residual Certificates shall not be Book-Entry Certificates.

The Certificates. (a) The Certificates Trustee shall, upon written order or request signed in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans name of Seller by one of its officers authorized to do so and all other assets included in the Trust Fund. The Certificates delivered to an Authorized Officer of each Class will be substantially in the forms annexed hereto as Exhibit X-0Trustee, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights execute on behalf of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 Trust, authenticate and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, deliver the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of Seller in the Depositoraggregate principal amount and denominations as set forth in such written order or request. The Certificates shall be issuable in denominations of $1,000 and integral multiples thereof; provided that one Class A Certificate and one Class B Certificate may be issued in a denomination that represents the residual amount of the original Class A Certificate Balance and the Original Class B Certificate Balance, respectively. Upon initial issuance, the Class A Certificates and the Class B Certificates shall be in the form of Exhibit A and Exhibit B, respectively, which are incorporated by reference herein, and shall be issued as provided in Section 5.8, in an aggregate amount equal to the Original Class A Certificate Balance and the Original Class B Certificate Balance, respectively. The Certificates shall be executed and attested by Trustee on behalf of the Trust by manual or facsimile signature on behalf of an Authorized Officer of Trustee under Trustee's seal imprinted thereon and attested by the Trustee by manual or facsimile signature of an authorized signatoryAuthorized Officer of Trustee. 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 TrusteeTrust, notwithstanding that such individuals or any of them shall 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust FundSection 6.01. The Certificates. Each of the Offered Certificates, the Class BIO Certificates, the Class P Certificates of each Class will and the Residual Certificates shall be substantially in the forms annexed hereto as Exhibit X-0set forth in Exhibits A and B respectively, Xxxxxxx X-0and shall, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the DepositorSeller concurrently with the sale and assignment to the Trustee of the Trust. Each Class of Offered Certificates shall be initially evidenced by one or more certificates representing a fraction of the applicable Original Class Principal Balance or Notional Amount, as applicable, and shall be held in minimum dollar denominations of $25,000 and integral multiples of $1,000 in excess thereof, except that one of each Class of the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates shall equal the aggregate Original Class Principal Balance or Notional Amount, as applicable. The Residual Certificates, Class P and Class BIO Certificates shall be held in minimum Percentage Interests of 20%. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 6.02(c), the Offered Certificates shall be Book-Entry Certificates. The Residual Certificates shall not be Book-Entry Certificates.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0A-5, Xxxxxxx X-0 Exhibit A 6, Exhibit A-9 and Exhibit A-5 A-10 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit A-5, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 A-10 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 A-10 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee Master Servicer shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-8. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized signatory. 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 TrusteeTrust 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trust Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee Trust Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will shall represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates shall equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will Exhibits A-1 through A-25. The Certificates of each Class shall be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will shall share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed by the Trustee, and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Each of the Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed and authenticated by the Securities Administrator and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated 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 DepositorTrust Fund. The Certificates shall be issuable in Authorized Denominations. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Fund by an authorized signatorya Responsible Officer of the Securities Administrator. Certificates bearing the manual or facsimile signatures of individuals who were, at the time such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeTrust 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 or be valid for any purpose, unless there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Securities Administrator substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.03, the Senior Certificates and Mezzanine Certificates shall be Book-Entry Certificates. On the Closing Date, the Class CE, Class P and Class R Certificates shall not be Book-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. (a) The Certificates shall be issued as a single certificate which shall represent each separate series of beneficial interests in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be Sub-Trust, substantially in the forms annexed hereto as form of Exhibit X-0A hereto, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the DepositorOwner Trustee, at the direction of the Sponsor, to the Seller concurrently with the sale and assignment to the Trust of the Mortgage Loans by the Seller, at the direction of the Sponsor, to the Owner Trustee. The Certificates shall represent the entire beneficial interest in the assets of each Sub-Trust subject to the debt represented by the Notes relating to each Sub-Trust. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof. The Certificates shall be executed and attested on behalf of the Trust by manual or facsimile signature on behalf of an Authorized Officer of the Trustee by an authorized signatoryOwner Trustee. 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 the Trusteebe valid, notwithstanding that such individuals or any of them shall 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 authentication and delivery of such Certificates. No A transferee of a Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement or the rights and subject to the obligations of a Certificateholder hereunder upon such transferee's acceptance of a Certificate duly registered in such transferee's name pursuant to Section 4.04. The beneficial interest in each Sub-Trust shall be valid for any purpose, unless there appears on such Certificate treated as a certificate single class of authentication substantially in the form provided herein executed securities represented by the Certificate Registrar by manual signature, and such certificate Certificates for purposes of authentication shall be conclusive evidence, and Article 8 of the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated Uniform Commercial Code of the date State of their authenticationDelaware.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P Certificates, the Class C Certificates and the Residual Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $25,000 Initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Balance and integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Residual Certificates are will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Securities Administrator, authenticated by the Certificate Registrar Securities Administrator and delivered to or upon the order of the DepositorCompany upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatorya Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in Subject to Sections 6.10 and 6.13, the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The ---------------- Investor Certificates of each Series and any Class will thereof may be issued in bearer form (the "Bearer Certificates") with attached interest coupons and a ------------------- special coupon (collectively, the "Coupons") or in fully registered form (the ------- "Registered Certificates"), and shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the ------------------------ exhibits with respect thereto attached to the related ClassSupplement. The LIBOR Transferor Certificate shall be substantially in the form of Exhibit A. The Investor Certificates are issuable only in minimum denominations corresponding and the Transferor Certificate shall, upon issue pursuant hereto or to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issueSection 6.9 or Section 6.10, the Certificates shall be executed and delivered by the Trustee and Transferor to the Trustee for authentication and redelivery as provided in Sections 2.1 and 6.2. Any Investor Certificate shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order issuable in a minimum denomination of the Depositor$1,000 Undivided Interest and integral multiples thereof, unless otherwise specified in any Supplement. The Certificates Transferor Certificate shall be issued as a single certificate. Each Certificate shall be executed and attested by manual or facsimile signature on behalf of the Trustee Transferor by an authorized signatoryits President or any Vice 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 Transferor or the Trustee shall bind the Trusteenot 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 Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein for herein, executed by or on behalf of the Certificate Registrar Trustee by the manual signaturesignature of a duly authorized signatory, and such certificate of authentication upon 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 authenticationauthentication except Bearer Certificates which shall be dated the applicable Issuance Date as provided in the related Supplement.

The Certificates. (a) The Certificates in the aggregate will shall represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates shall equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will Exhibits A-1 through A-23. The Certificates of each Class shall be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will shall share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed by the Trustee, and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Each of the Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0on original issue, Xxxxxxx X-0 be executed by the Trustee and Exhibit A-5 authenticated and will be issuable in registered form onlydelivered 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 Certificate will share ratably in all rights Class of the related Class. The LIBOR Offered Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The and the Class P B Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X shall be initially evidenced by one or more Certificates are issuable only in minimum denominations corresponding to representing a Percentage Interest with a minimum initial Notional Amount dollar denomination of $100,000 and integral multiples of $1 1.00 in excess thereof. The Residual Class P, Class CE-1, Class CE-2, Class R and Class R-X Certificates are issuable only in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof10%. Upon original issueSubject to Section 9.02 respecting the final distribution on the Certificates, the Certificates shall be executed and delivered by the Trustee and on each Distribution Date the Trustee shall cause make distributions to each Certificateholder of record on the related Record Date (other than as provided in Section 9.01 respecting the final distribution), in the case of Certificateholders of the Certificates, by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of such Certificates or by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, provided that the Trustee may deduct a reasonable wire transfer fee from any payment made by wire transfer. Distributions among Certificateholders shall be made in proportion to the Percentage Interests evidenced by the Certificates to be authenticated held by the Certificate Registrar to or upon the order of the Depositorsuch Certificateholders. The Certificates shall be executed and attested on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Certificate Registrar substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.02(c), the Offered Certificates and the Class B Certificates shall be Book-Entry Certificates. The Class P, Class CE-1, Class CE-2, Class R and Class R-X Certificates shall not be Book-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0Exhibits A, Xxxxxxx X-0B-1, Exhibit X-0, Xxxxxxx X-0 B-2 and Exhibit A-5 and B-3. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class X Certificates and the Class R Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $25,000 Initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Balance or Initial Notional Amount of $100,000 Amount, as applicable, and integral multiples of $1 in excess thereof. The Residual Class X Certificates are and the Class R Certificates will be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorCompany upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Each of the Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0on original issue, Xxxxxxx X-0 be executed by the Trustee and Exhibit A-5 authenticated and will be issuable in registered form onlydelivered 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 Certificate will share ratably in all rights Class of the related Class. The LIBOR Fixed Rate and Floating Rate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P shall be initially evidenced by one or more Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to representing a Percentage Interest with a minimum initial Notional Amount dollar denomination of $100,000 and integral multiples of $1 1.00 in excess thereof. The Residual Class P, Class CE-1, Class CE-2, Class R and Class R-X Certificates are issuable only in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof10%. Upon original issueSubject to Section 9.02 respecting the final distribution on the Certificates, the Certificates shall be executed and delivered by the Trustee and on each Distribution Date the Trustee shall cause make distributions to each Certificateholder of record on the related Record Date (other than as provided in Section 9.01 respecting the final distribution), in the case of Certificateholders of the Certificates, by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of such Certificates or by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, provided that the Trustee may deduct a reasonable wire transfer fee from any payment made by wire transfer. Distributions among Certificateholders shall be made in proportion to the Percentage Interests evidenced by the Certificates to be authenticated held by the Certificate Registrar to or upon the order of the Depositorsuch Certificateholders. The Certificates shall be executed and attested on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Certificate Registrar substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.02(c), the Fixed Rate and Floating Rate Certificates shall be Book-Entry Certificates. The Class P, Class CE-1, Class CE-2, Class R and Class R-X Certificates shall not be Book-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. (a) The Each of the Class A-1F, Class A-2F, Class A-1A, Class M-1, Class M-2, Class B, Class N, Class X, and Class R Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0on original issue, Xxxxxxx X-0 be executed, authenticated and Exhibit A-5 delivered by the Trustee to or upon the receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and will be issuable in registered form onlyassignment to the Trustee of the Trust Fund. Each Certificate will share ratably in all rights Class of the related Class. The LIBOR Offered Certificates are issuable only in shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum denominations corresponding to minimum initial Certificate Principal Balances dollar denomination of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 25,000 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral dollar multiples of $1 in excess thereof. The Residual Class N, Class X and Class R Certificates are issuable only in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor25%. The Certificates shall be executed and attested on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.02(c), the Offered Certificates shall be Book-Entry Certificates. The Class N, Class X and Class R Certificates shall not be Book-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Offered Subordinate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class MV-10 Certificates are issuable only in minimum denominations corresponding to minimum initial Class Principal Amounts of $250,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples multiple thereof. Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued and maintained in fully registered form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0Exhibits A, Xxxxxxx X-0B-1, Exhibit X-0, Xxxxxxx X-0 B-2 and Exhibit A-5 and B-3. The Certificates will be issuable in registered form only. Each Certificate The Class A and Class M-1 Certificates will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 25,000 and integral multiples of $1 in excess thereof. The Class M-2 and Class M-3 Certificates of each Class will be offered in registered, certificated form in minimum denominations of $250,000 and integral multiples of $1 in excess thereof. The Class B Certificates of each Class will be offered in registered, certificated form in minimum denominations of $250,000 and integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing the remainder of the aggregate initial Certificate Principal Balance of such Class. The Residual Certificates are will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorCompany upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-24. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit Exhibits X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 through A-10 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Class A-IO and Class B-IO Certificates are each issuable only in minimum denominations corresponding to the respective minimal initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Offered Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class M-10 Certificates are issuable only in minimum denominations corresponding to minimum initial Class Principal Amounts of $250,000 and integral multiples of $1 in excess thereof.The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples multiple thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued and maintained in fully registered form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-16. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized signatory. 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 TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution, 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trust Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P Certificates, the Class C Certificates and the Residual Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Residual Certificates are will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Securities Administrator, authenticated by the Certificate Registrar Securities Administrator and delivered to or upon the order of the DepositorCompany upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatorya Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will shall represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates shall equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will Exhibits A-1 through A-5. The Certificates of each Class shall be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will shall share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed by the Trustee, and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-20. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized signatory. 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 TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution, 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trust Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Offered Subordinate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class MV-10 Certificates are issuable only in minimum denominations corresponding to minimum initial Class Principal Amounts of $250,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples multiple thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued and maintained in fully registered form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P Certificates, the Class C Certificates and the Residual Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Residual Certificates are will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be Securities Administrator, authenticated by the Certificate Registrar Securities Administrator and delivered to or upon the order of the DepositorDepositor upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatorya Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 A-10 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will shall represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates shall equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will Exhibits A-1 through A-6. The Certificates of each Class shall be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will shall share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed by the Trustee, and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Investor Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Transferor Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0set forth in Exhibits A and B, Xxxxxxx X-0respectively, Exhibit X-0and shall, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the DepositorTransferor concurrently with the transfer of the Initial Mortgage Loans to the Trustee of the Trust. The Investor Certificates shall be initially evidenced by one or more certificates representing the entire Original Investor Certificate Principal Balance and shall be held in minimum dollar denominations of $1,000 and integral dollar multiples in excess thereof. The sum of the denominations of all outstanding Investor Certificates shall equal the Original Investor Certificate Principal Balance. The Transferor Certificates shall be issuable as one or more certificates representing the entire interest in the assets of the Trust other than that represented by the Investor Certificates and shall initially be issued to the Transferor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatoryofficer under its seal imprinted thereon. 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, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 6.2(d), the Investor Certificates shall be Book-Entry Certificates. The Transferor Certificates shall not be Book-Entry Certificates.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Mezzanine Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples multiple thereof. Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued and maintained in fully registered form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-11. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior Certificates and Offered Subordinate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class M-10 Certificates are issuable only in minimum denominations corresponding to minimum initial Class Principal Amounts of $250,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples multiple thereof. Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued and maintained in fully registered form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0Exhibits A, Xxxxxxx X-0B-1, Exhibit X-0, Xxxxxxx X-0 B-2 and Exhibit A-5 and B-3. The Certificates will be issuable in registered form only. Each Certificate The Class A and Class M-1 Certificates (other than the Class A-5 Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 25,000 and integral multiples of $1 in excess thereof. The Class A-5 Certificates will be issued in minimum denominations of $1,000 and integral multiples of $1 in excess thereof. The Class M-X, Class M-2 and Class M-3 Certificates of each Class will be offered in registered, certificated form in minimum denominations of $250,000 and integral multiples of $1 in excess thereof. The Class B Certificates of each Class will be offered in registered, certificated form in minimum denominations of $250,000 and integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing the remainder of the aggregate initial Certificate Principal Balance of such Class. The Residual Certificates are will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorCompany upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. Certificates Cer tificates 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certif icates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P, Class C and Class R Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $[25,000] Initial Certificate Principal Balances Balance and integral multiples of $25,000[1] in excess thereof. The Class C Certificates will be issued in minimum denominations of $[ ] Initial Notional Amount and integral multiples of $[ ] in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The the Class X R Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20% Interest representing [10.00]% and multiples of [0.01]% in excess thereof. Upon original issue, the Certificates shall shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorDepositor upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class P Certificates, the Class X Certificates and the Residual Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class X Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Residual Certificates are will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Securities Administrator, authenticated by the Certificate Registrar Securities Administrator and delivered to or upon the order of the DepositorCompany upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatorya Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-17. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized signatory. 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 TrusteeTrust 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trust Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 A-10 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee Master Servicer shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount notional amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Each of the Class AV-1, Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class N, Class X, Class R and Class R-X Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0on original issue, Xxxxxxx X-0 be executed by the Trustee and Exhibit A-5 authenticated and will be issuable in registered form onlydelivered by the 107 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 Certificate will share ratably in all rights Class of the related Class. The LIBOR Offered Certificates are issuable only in and the Class B-4 Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum denominations corresponding to minimum initial Certificate Principal Balances dollar (or notional amount) denomination of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 25,000 and integral multiples of $1 in excess thereof. The Residual Class N, Class X and Class R Certificates are issuable only in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof10%. Upon original issue, the The Class R-X Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order are issuable only in minimum Percentage Interests of the Depositor50%. The Certificates shall be executed and attested on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Certificate Registrar substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.02(c), the Offered Certificates and the Class B-4 Certificates shall be Book-Entry Certificates. The Class N, Class X, Class R and Class R-X Certificates shall not be Book-Entry Certificates but shall be issued in fully registered certificate form. The Class B-4 Certificates sold in offshore transactions in reliance on Regulation S 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 B-4 hereto added to the forms of such Certificates (each, a "Book-Entry Regulation S Global Security"), which shall be deposited on behalf of the Holders of such Certificates represented thereby with the Certificate Registrar, as custodian for DTC and registered in the name of a nominee of DTC, duly executed and authenticated by the Certificate Registrar as hereinafter provided. The aggregate principal amounts of the Book-Entry Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar or DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans Underlying Certificates and all other assets included in the Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of the Trust Certificates will equal the aggregate principal balance of the Underlying Certificates. The aggregate Certificate Principal Balance of all Certificates of each Class issued as of the Closing Date shall equal such Class's respective initial Certificate Principal Balance. The Certificates will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-13. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the Certificates of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee Trustee, not in its individual capacity but solely as Trustee, and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 Trust Agreement or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC II. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-16. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized signatory. 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 TrusteeTrust 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trust Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-12. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Offered Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00025,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount notional amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee Trust Administrator and the Trustee Trust Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized signatory. 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 TrusteeTrust 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) SECTION 6.1 The Certificates. The Investor Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will Series shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of contemplated by the related Class. The LIBOR Supplements pursuant to which the Investor Certificates are issuable only issued, and the Transferor Certificate shall be substantially in minimum denominations corresponding to minimum initial Certificate Principal Balances the form of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Exhibit E. Upon original issueissuance, the all Certificates shall be executed and delivered by Transferor to Trustee for authentication and redelivery as provided in Sections 6.2 and 6.10. Except to the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The extent provided otherwise in an applicable Supplement, Investor Certificates shall be issued in minimum denominations of $1,000,000 and in integral multiples of $100,000 and shall not be subdivided for resale into Certificates smaller than a Certificate, the initial offering price for which would have been at least $1,000,000. Each Certificate issued as a Definitive Certificate shall be executed and attested by manual or facsimile signature on behalf of Transferor by its President or any Vice President or by any attorney-in-fact duly authorized to execute the Definitive Certificate on behalf of any such officer. The Definitive Certificates shall be authenticated on behalf of the Trustee by an manual signature of a duly authorized signatorysignatory of Trustee. Definitive Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers signature of the individual who was, at the time when the signature was affixed, authorized to sign on behalf of Transferor or the Trustee (as applicable) shall bind the Trusteebe valid and binding, notwithstanding that such the individuals or any of them have ceased to hold such offices be so authorized prior to the authentication and delivery of such the Definitive Certificates or did does not hold such offices at office on the date of issuance of such Definitive Certificates. No Certificate Definitive Certificates shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such the Definitive Certificate a certificate of authentication substantially in the form provided herein executed by or on behalf of Trustee by the Certificate Registrar by manual signaturesignature of a duly authorized signatory, and such the certificate of authentication upon any Definitive Certificate shall be conclusive evidence, and the only evidence, that such the Definitive Certificate has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Agreement. All Except as otherwise provided in the applicable Supplement, all Definitive Certificates shall be dated the date of their authentication. As provided in any Supplement, Investor Certificates of any Series may be offered and sold pursuant to an offering registered under the Securities Act or issued and sold pursuant to an exemption from the Securities Act. Any Series sold pursuant to a public offering registered under the Securities Act, or pursuant to Rule 144A, Regulation S or another exemption under the Securities Act, may be delivered in book-entry form as provided in Section 6.11.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed attached hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositorexhibits. The Certificates shall be issuable in registered form, in the minimum dollar denominations, integral dollar multiples in excess thereof (except that one Certificate of each Class may be issued in a different amount which must be in excess of the applicable minimum dollar denomination) and aggregate dollar denominations as set forth in the following table: Integral Original Multiples Certificate Minimum in Excess of Principal Class Denomination Minimum Balance --------- ------------ ------------ ----------- AF $25,000 $1,000 $192,936,000 AV $25,000 $1,000 $63,329,000 IO N/A N/A N/A P 100% N/A $100 R 100% N/A N/A The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatoryofficer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein set forth in the Exhibits attached hereto executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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. On the Closing Date, the Trustee shall authenticate the Certificates to be issued at the written direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed attached hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will exhibits. The Certificates shall be issuable in registered form only. Each form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate will share ratably in all rights of each Class may be issued in a different amount) and aggregate denominations per Class set forth in the related ClassPreliminary Statement. The LIBOR Certificates are issuable only in minimum denominations corresponding Depositor hereby directs the Trustee to minimum initial Certificate Principal Balances of $25,000. The register the Class X and Class P Certificates are issuable only in minimum denominations corresponding the name of the Depositor or its designee. On a date as to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issuewhich the Depositor notifies the Trustee, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to be authenticated the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 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 (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 such Holder has so notified the Trustee at least five Business Days prior to the related Record Date or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registrar to or upon the order of the DepositorRegister. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatoryofficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the 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 any 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed authenticated by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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 authentication. On the Closing Date, the Trustee shall authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 A-10 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates, other than the Class A1 Certificates, are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000 and integral multiples of $1 in excess thereof. The Class A1 Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000100,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. REMIC I. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-8. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed by the Trustee, or by the Trust Administrator on behalf of the Trustee, and authenticated and delivered by the Trustee and or the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee or the Trust Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee or the Trust Administrator shall bind the TrusteeTrustee or the Trust Administrator, as applicable, 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee or the Trust Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. REMIC I. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-10. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed by the Trustee, or by the Trust Administrator on behalf of the Trustee, and authenticated and delivered by the Trustee and or the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee or the Trust Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee or the Trust Administrator shall bind the TrusteeTrustee or the Trust Administrator, as applicable, 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee or the Trust Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates (other than the Class 2-A-1-2 Certificates and Class 2-A-1-6 Certificates), the Class 2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I, REMIC II, REMIC III and REMIC IV. The Class 2-A-1-2 Certificates will represent the entire beneficial ownership interest in the Class 2-A-1-2 Supplemental Interest Trust Fundand the Class 2-A-1-6 Certificates will represent the entire beneficial ownership interest in the Class 2-A-1-6 Supplemental Interest Trust. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-6 The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and authenticated by the Securities Administrator and delivered by the Trustee to and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the written order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust by the Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B. The Certificates will be issuable in registered form only. Each Certificate The Class A certificates will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 principal balance and integral multiples of $1 in excess thereof. The Residual Certificates are issuable Class X certificates will be issued in minimum denominations corresponding to of a $2,000,000 notional balance and integral multiples of $1 in excess thereof. The Class M Certificates and Class B Certificates will be issued in minimum denominations of a $250,000 principal balance and integral multiples of $1 in excess thereof. The Class R Certificates will be issued in minimum Percentage Interests of 20% and multiples thereof%. Upon original issue, the Certificates shall shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be Securities Administrator, authenticated by the Certificate Registrar Securities Administrator and delivered to or upon the order of the DepositorDepositor upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatorya Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be issued substantially in the forms annexed hereto as set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights A. The aggregate of the related ClassDenominations of the Class A Certificates issued as of the Closing Date is $157,266,300.00. The LIBOR aggregate of the Denominations of the Class X Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances issued as of the Closing Date is $25,000157,266,300.00. The Class P A Certificates are issuable only shall be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances Denominations in principal amount of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 250,000 and integral multiples of $1 in excess thereof, and the Class X Certificates will be issued in minimum Denominations in notional amount of $20,000,000 and integral multiples of $1 in excess thereof; provided that one Certificate of each such Class may be issued in any amount in excess of such minimum denomination. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon shall, on original issue, the Certificates shall be executed by the Trustee, not in its individual capacity but solely as Trustee, authenticated by the Registrar and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of Depositor upon receipt by the DepositorTrustee of the Underlying Bonds pursuant to Section 2.01 hereof. The Class A Certificates shall initially be issued as Book-Entry Certificates. The Class X Certificates shall initially be issued and shall be maintained as Definitive Certificates. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the 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 Certificates. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Registrar substantially in the form provided herein executed by the Certificate Registrar by manual signatureset forth in Exhibit A, and such certificate of authentication manual signature upon 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 authenticationauthentication and delivery.

The Certificates. (a) The Certificates consist of the Class A Certificates, the Class P Certificates and the Class R Certificates. The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. REMIC I. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0Exhibits A-1, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 A-2 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related ClassA-3. The LIBOR Class A Certifxxxxxx xhall be issued upon original issuance as Book-Entry Certificates. The Class P Certificates and the Class R Certificates shall be issued at all times as Definitive Certificates. The Class A Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00050,000 and integral multiples of $1.00 in excess thereof. The Class P Certificates are issuable only in minimum denominations Percentage Interests corresponding to minimum the initial Certificate Principal Balances Balance of $20 and integral multiples of $20 thereof. The Class X R Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum representing Percentage Interests of 20% and multiples thereofat least 10%. Upon original issue, the Certificates shall be executed by the Trustee, or by the Trust Administrator on behalf of the Trustee, and authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated or by the Certificate Registrar Trust Administrator, upon a written order to or authenticate and upon the order receipt of the Depositordocuments specified in Section 2.04 hereof. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee or the Trust Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee or the Trust Administrator shall bind the TrusteeTrustee or the Trust Administrator, as applicable, notwithstanding that such individuals or any of them shall 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee or the Trust Administrator by manual signature, and such certificate of authentication 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. Interest shall accrue on the Class A Certificates on the actual number of days in each Accrual Period and a 360-day year, except as otherwise provided herein.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed attached hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will exhibits. The Certificates shall be issuable in registered form only. Each form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate will share ratably in all rights each Class may be issued in a different amount which must be in excess of the related Classapplicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. The LIBOR Depositor hereby directs the Trustee to register the Class X Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The and the Class P Certificates are issuable only in minimum denominations corresponding initially to minimum initial Certificate Principal Balances of $20 "Xxxxxx Xxxxxxx & Co. Incorporated", and integral multiples of $20 thereof. The to deliver such Class X Certificates are issuable only in minimum denominations corresponding and Class P Certificates on the Closing Date to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issueXxxxxx Xxxxxxx & Co. Incorporated, the Certificates shall be executed and delivered or as otherwise directed by the Trustee and Depositor. Subject to Section 9.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall cause make distributions to each Certificateholder of record on the Certificates preceding Record Date (x) by wire transfer in immediately available funds to be authenticated the account of such holder at a bank or other entity having appropriate facilities therefor, or (y) upon the request, in writing, of the applicable Certificateholder, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registrar to or upon the order of the DepositorRegister. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatoryofficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee shall bind the 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 any 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed authenticated by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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 authentication.. On the Closing Date, the Trustee shall authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers. 108

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust FundSection 6.01. The Certificates. Each of the Offered Certificates, the Class BIO Certificates, and the Residual Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0set forth in Exhibits A and B respectively, Xxxxxxx X-0and shall, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon on original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the DepositorSeller concurrently with the sale and assignment to the Trustee of the Trust. Each Class of Offered Certificates shall be initially evidenced by one or more certificates representing a fraction of the applicable Original Class Principal Balance or Notional Amount, as applicable, and shall be held in minimum dollar denominations of $25,000 and integral multiples of $1,000 in excess thereof, except that one of each Class of the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates shall equal the aggregate Original Class Principal Balance or Notional Amount, as applicable. The Residual Certificates, and Class BIO Certificates shall be held in minimum Percentage Interests of 20%. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 6.02(c), the Offered Certificates shall be Book-Entry Certificates. The Residual Certificates shall not be Book-Entry Certificates.

The Certificates. (a) The Certificates consist of the Regular Certificates and the Class R Certificates. The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0Exhibits A, Xxxxxxx X-0B, Exhibit X-0C and D. The Class A-1, Xxxxxxx X-0 Class A-2, Class A-3, Class A-4 and Exhibit A-5 and will Class A-5, Certificates shall be issuable in registered form only. Each Certificate will share ratably in all rights of the related Classissued upon original issuance as Book-Entry Certificates. The LIBOR Class R Certificates and Class X Certificates shall be issued at all times as Definitive Certificates. The Offered Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,0001,000 and integral multiples of $1,000 in excess thereof. The Class P R Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum representing Percentage Interests of 20% and multiples thereofat least 10%. Upon original issue, the Certificates shall be executed by the Trustee and authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or Trustee, upon the order Written Order to Authenticate and upon receipt of the Depositordocuments specified in Section 2.04 hereof. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 shall 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication 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. Interest shall accrue on the Regular Certificates (other than the Class A-1 Certificates) on the basis of a 360-day year consisting of twelve 30-day months, except as otherwise provided herein. Interest shall accrue on the Class A-1 Certificates on the actual number of days in each Accrual Period and a 360-day year, except as otherwise provided herein.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class 3-X Certificates and the Residual Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $25,000 Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Balance and integral multiples of $1 in excess thereof. The Residual Class 3-X Certificates are issuable will be issued in minimum denominations corresponding to minimum Percentage Interests of 20% $1 Initial Notional Amount and integral multiples of $1 in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Securities Administrator, authenticated by the Certificate Registrar Securities Administrator and delivered to or upon the order of the DepositorCompany upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatorya Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at any the time they signed the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates consist of the Regular Certificates and the Class R Certificates. The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust FundEstate. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0Exhibits A and B. The Class A-1, Xxxxxxx X-0Class A-2, Exhibit X-0Class A-3, Xxxxxxx X-0 Class A-4, Class A-5, Class A-6 and Exhibit A-5 and will Class A-7 Certificates shall be issuable in registered form only. Each Certificate will share ratably in all rights of the related Classissued upon original issuance as Book-Entry Certificates. The LIBOR Class R Certificates shall be issued at all times as Definitive Certificates. The Offered Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,00050,000 and integral multiples of $1.00 in excess thereof. The Class P R Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum representing Percentage Interests of 20% and multiples thereofat least 10%. Upon original issue, the Certificates shall be executed by the Trustee, or by the Trust Administrator on behalf of the Trustee, and authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated or by the Certificate Registrar to or Trust Administrator, upon the order Written Order to Authenticate and upon receipt of the Depositordocuments specified in Section 2.04 hereof. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee or the Trust Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee or the Trust Administrator shall bind the TrusteeTrustee or the Trust Administrator, as applicable, notwithstanding that such individuals or any of them shall 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee or the Trust Administrator by manual signature, and such certificate of authentication 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. Interest shall accrue on the Regular Certificates (other than the Class A-1 Certificates) on the basis of a 360-day year consisting of twelve 30-day months, except as otherwise provided herein. Interest shall accrue on the Class A-1 Certificates on the actual number of days in each Accrual Period and a 360-day year, except as otherwise provided herein.

The Certificates. (a) The Each of the Class A-1, Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class P, Class CE, and Class R Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0exhibits, Xxxxxxx X-0and shall, Exhibit X-0on original issue, Xxxxxxx X-0 be executed, authenticated and Exhibit A-5 delivered by the Trustee to or upon the receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and will be issuable in registered form onlyassignment to the Trustee of the Trust Fund. Each Certificate will share ratably in all rights Class of the related Class. The LIBOR Offered Certificates are issuable only in shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum denominations corresponding to minimum initial Certificate Principal Balances dollar denomination of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 25,000 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral dollar multiples of $1 in excess thereof. The Residual Class P, Class CE and Class R Certificates are issuable only in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor25%. The Certificates shall be executed and attested on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized signatorya 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 the TrusteeTrust, 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 there appears on such Certificate a certificate of authentication shall have been manually authenticated by the Trustee substantially in the form provided herein executed by the Certificate Registrar by manual signaturefor herein, and such certificate of authentication upon 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. Subject to Section 5.02(c), the Offered Certificates shall be Book-Entry Certificates. The Class CE and Class R Certificates shall not be Book-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will shall be substantially in the forms annexed attached hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will exhibits. The Certificates shall be issuable in registered form only. Each form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate will share ratably in all rights of each Class may be issued in a different amount and aggregate denominations per Class set forth in the related ClassPreliminary Statement). The LIBOR Depositor hereby directs the Securities Administrator to register the Class X Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The and the Class P Certificates are issuable only in minimum denominations corresponding initially to minimum initial Certificate Principal Balances Xxxxx Fargo Bank, National Association, as 131 indenture trustee on behalf of $20 the Noteholders of the IXIS Real Estate Capital Inc. NIM 2006-HE3N Notes, and integral multiples of $20 thereof. The to deliver such Class X Certificates are issuable only in minimum denominations corresponding and Class P Certificates on the Closing Date to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issueXxxxx Fargo Bank National Association, the Certificates shall be executed and delivered or as otherwise directed by the Trustee and Depositor. Subject to Section 11.02 respecting the Trustee final distribution on the Certificates, on each Distribution Date the Securities Administrator shall cause make distributions to each Certificateholder of record on the Certificates preceding Record Date (x) by wire transfer in immediately available funds to be authenticated the account of such holder at a bank or other entity having appropriate facilities therefor, or (y) upon the request, in writing, of the applicable Certificateholder, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registrar to or upon the order of the DepositorRegister. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatoryofficer and authenticated by the Securities Administrator by manual or facsimile signature by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time such signatures were at any time the proper officers affixed, authorized to sign on behalf of the Trustee or Securities Administrator, respectively, shall bind the TrusteeTrustee and the Securities Administrator, respectively, notwithstanding that such individuals or any of them have ceased to hold such offices be so authorized prior to the execution, authentication and delivery of any 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed authenticated by the Certificate Registrar Securities Administrator by manual signature, and such certificate of authentication upon 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 authentication. On the Closing Date, the Securities Administrator shall authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and A-1 through A-11. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized signatory. 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 TrusteeTrust 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trust Administrator by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust FundSection 6.01 CERTIFICATES. The Investor Certificates of each Class will Series may be issued in fully registered form (for purposes of Section 163(f) of the Code) ("REGISTERED CERTIFICATES") and shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable form specified in registered form only. Each Certificate will share ratably in all rights of the related ClassSupplement. The LIBOR Certificates are issuable only Exchangeable Transferor Certificate shall be substantially in minimum denominations corresponding to minimum initial Certificate Principal Balances the form of $25,000Exhibit B hereto. The Class P Investor Certificates are issuable only in minimum denominations corresponding and the Exchangeable Transferor Certificate shall, upon issue pursuant hereto or to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issueSection 6.09 or Section 6.10, the Certificates shall be executed and delivered by the Trustee and Transferor to the Trustee for authentication and redelivery as provided in Sections 2.01 and 6.02. Any Investor Certificate shall cause be issuable in a minimum denomination of $5,000,000 and in integral multiples of $1,000 in excess thereof, unless otherwise specified in any Supplement, and shall be issued upon original issuance in an aggregate original principal amount equal to the Certificates to be authenticated by Initial Series Invested Amount for the Certificate Registrar to or upon the order of the Depositorrelated Series. The Certificates Exchangeable Transferor Certificate shall be initially issued as a single certificate to the Transferor. Each Certificate shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an a duly authorized signatory. Certificates bearing the manual or facsimile signatures signature of individuals the individual who were was, at any the time the proper officers when such signature was affixed, authorized to sign on behalf of the Trustee shall bind the Trusteenot 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 Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein for herein, executed by or on behalf of the Certificate Registrar Trustee by the manual signatureor facsimile signature of a duly authorized signatory, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit Exhibits A-1 through A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the related Class. The LIBOR Senior and Offered Subordinate Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $25,000100,000 and integral multiples of $1 in excess thereof. The Class M-10 Certificates are issuable only in minimum denominations corresponding to minimum initial Class Principal Amounts of $250,000 and integral multiples of $1 in excess thereof. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Class Principal Balances Amounts of $20 and integral multiples of $20 thereof. The Class X C Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Class R Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. multiple thereof Upon original issue, the Certificates shall be executed and delivered by the Securities Administrator on behalf of the Trustee and the Trustee Securities Administrator shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee Securities Administrator shall bind the TrusteeSecurities 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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. The Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. Each Uncertificated Interest shall be issued as a single security and maintained in fully registered form in a denomination equal to 100% of the percentage interest of such interest.

The Certificates. (a) The Certificates in the aggregate will represent collectively constitute the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-16. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed and delivered by the Trustee Trustee, and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-20. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will shall represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates shall equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will Exhibits A-1 through A-22. The Certificates of each Class shall be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will shall share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed by the Trustee, and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 Exhibits A and Exhibit A-5 and B-1 through B-4. The Certificates will be issuable in registered form only. Each Certificate The Certificates (other than the Class R Certificates) will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial of $25,000 Initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 Balance and integral multiples of $1 in excess thereof. The Residual Class R Certificates are will be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 10.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorCompany upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Class A Certificates will be issued in denominations of $1,000 and multiples thereof of Initial Class A Certificate Principal Amount, and the aggregate Class B Certificates will represent the entire beneficial ownership interest be issued in the Mortgage Loans denominations of $1,000,000 and all other assets included in the Trust Fund$1,000 increments above $1,000,000 of Initial Class B Certificate Principal Amount. The Trust Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form onlyissued without denomination. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable shall represent a validly issued and binding obligation, but only in minimum denominations corresponding to minimum initial if such Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be has been executed and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf a Responsible Officer of the Trustee by an authorized signatorymanual signature. 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 shall bind the Trusteebe valid and binding obligations, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein executed set forth in the form of the Certificates of the related Class, attached as Exhibits hereto, signed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Class A Certificates shall be substantially in the form set forth in Exhibit A hereto, all Class B Certificates shall be substantially in the form set forth in Exhibit B hereto, and the Trust Certificate shall be substantially in the form set forth in Exhibit C hereto. The Certificates shall be dated the date of their authentication. Neither the Certificates nor the Leases are insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-15. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication 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.

The Certificates. (a) The Certificates in Subject to Sections 6.10 and 6.13, the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Investor Certificates of each Series and any Class will thereof may be issued in bearer form (the “Bearer Certificates”) to a certificateholder (“Bearer Certificateholder”) with attached interest coupons and a special coupon (collectively, the “Coupons”) or in fully registered form (the “Registered Certificates”), and shall be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and will be issuable in registered form only. Each Certificate will share ratably in all rights of the exhibits with respect thereto attached to the related ClassSupplement. The LIBOR Certificates are issuable only Transferor may elect at any time, by written notice to the Trustee, to have its interest in minimum denominations corresponding the Transferor Interest be (i) an uncertificated interest or (ii) evidenced by a Transferor Certificate. If the Transferor elects to minimum initial have its interest in the Transferor Interest be uncertificated, it shall deliver to the Trustee for cancellation any Transferor Certificate Principal Balances of $25,000previously issued. The Class P Certificates are issuable only If the Transferor elects to have its interest in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to the Transferor Interest be evidenced by a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issueTransferor Certificate, the Certificates Transferor Certificate shall be issued pursuant hereto or to Section 6.9 or Section 6.10, substantially in the form of Exhibit A and shall upon issue be executed and delivered by the Trustee and Transferor to the Trustee shall cause the for authentication and redelivery as provided in Sections 2.1 and 6.2. The Investor Certificates shall, upon issue pursuant hereto or to Section 6.9 or Section 6.10, be authenticated executed and delivered by the Transferor to the Trustee for authentication and redelivery as provided in Sections 2.1 and 6.2. Any Investor Certificate Registrar to or upon the order shall be issuable in a minimum denomination of the Depositor$1,000 Undivided Interest and integral multiples thereof, unless otherwise specified in any Supplement. The Certificates Transferor Certificate, if applicable, shall be issued as a single certificate. Each Certificate shall be executed and attested by manual or facsimile signature on behalf of the Trustee Transferor by an authorized signatoryits President or any Vice 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 Transferor or the Trustee shall bind the Trusteenot 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 Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein for herein, executed by or on behalf of the Certificate Registrar Trustee by the manual signaturesignature of a duly authorized signatory, and such certificate of authentication upon 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 authenticationauthentication except Bearer Certificates which shall be dated the applicable New Issuance Date.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates of each Class will be substantially in the respective forms annexed hereto as Exhibit X-0Exhibits A, Xxxxxxx X-0B-1, Exhibit X-0, Xxxxxxx X-0 B-2 and Exhibit A-5 and B-3. The Certificates will be issuable in registered form only. Each Certificate The Class A and Class M-1 Certificates will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only be issued in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 25,000 and integral multiples of $1 in excess thereof. The Class M-X, Class M-2 and Class M-3 Certificates of each Class will be offered in registered, certificated form in minimum denominations of $250,000 and integral multiples of $1 in excess thereof. The Class B Certificates of each Class will be offered in registered, certificated form in minimum denominations of $250,000 and integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing the remainder of the aggregate initial Certificate Principal Balance of such Class. The Residual Certificates are will each be issuable in minimum denominations corresponding to minimum of any Percentage Interests of 20Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original 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 and the Trustee shall cause the Certificates to be Trustee, authenticated by the Certificate Registrar Trustee and delivered to or upon the order of the DepositorCompany upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized signatorya Responsible Officer. 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, 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 Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar Trustee by manual signature, and such certificate of authentication upon 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.

The Certificates. (a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC III. At the Trust FundClosing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans. The Certificates of each Class will be substantially in the forms annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-5 and Exhibits A-1 through A-14. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class. The LIBOR Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $25,000. The Class P Certificates are issuable only in minimum denominations corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples of $20 thereof. The Class X Certificates are issuable only in minimum denominations corresponding to a minimum initial Notional Amount of $100,000 and integral multiples of $1 in excess thereof. The Residual Certificates are issuable in minimum denominations corresponding to minimum Percentage Interests of 20% and multiples thereof. Upon original issue, the Certificates shall be executed executed, authenticated and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar Trust Administrator to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized signatory. 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 TrusteeTrust 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 there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar Trust Administrator by manual signature, and such certificate of authentication 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.