Common use of Certificates Clause in Contracts

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (a) The Depositoryprovided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the Seller and the Trustee have entered into a Depository Agreement dated as 15th day of the Closing Date (third month following the "Depository Agreement"date the dividend is paid to stockholders of such class of stock). Except for Notwithstanding the Residual Certificatesforegoing, the Private Certificates Company may, in its discretion, elect to complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and a breach of the Individual Certificates terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and as provided in Subsection 5.01(b)this Agreement. At the Company’s request, the Certificates Employee shall at all times remain registered deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by Employee in exchange for the Trustee except to a successor to certificate evidencing the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesRestricted Shares or, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required the case, the Company shall issue appropriate instructions to cause the Depository to accept such Class or Classes for trading transfer agent if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Bookthe electronic, book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresentry method is utilized.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant or brokerage firm representing Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate OwnersAccount the Clipper Mortgage Loan Purchase Amount. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures.execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. (a) The a)The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. Section 5.01. Certificates (a) The Depository, the Seller Depositor and the Trustee Certificate Registrar have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller Depository and the Trustee Depositor signing on behalf of the Issuing Entity have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual The Non-Offered Certificates (which are also Physical Certificates, the Private Certificates ) and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of the related Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Non-Offered Subordinate Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The Depository, the Seller Depository and the Trustee Issuing Entity have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. The Trustee agrees, for the benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (ain the case of instruments described in clauses (X)(v) The Depositoryand (Y)(x) of the definition of "Mortgage File", known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Seller Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have entered into a Depository Agreement dated as of been executed or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "Depository Agreement"defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: either (i) registration of such Certificates may not be transferred by purchase or repurchase the related Mortgage Loan from the Trustee except to a successor to at the Depository; Purchase Price, or (ii) ownership and transfers of registration of substitute for any Mortgage Loan to which such Certificates on defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the books of the Depository shall be governed by applicable rules established by the Depository; Code) and, (iii) after such three-month or two-year period, as applicable, the Depository may collect its usual and customary fees, charges and expenses Company shall purchase or repurchase the Mortgage Loan from its Depository Participants; (iv) the Trustee shall deal with at the Depository as representative of such Certificate Owners Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the respective Class of Certificates for purposes of exercising Company, reasonably imminent. If such defect would cause the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed Mortgage Loan to be inconsistent if they are made with respect to different Certificate Owners; and other than a "qualified mortgage" (vas defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the Trustee may rely and shall be fully protected date the defect was discovered or (ii) in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and case of substitution, two years from the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresClosing Date.

Certificates. (a) The DepositoryParent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Seller Effective Time and in any event not later than the Trustee have entered into a Depository Agreement dated as of fifth Business Day following the Closing Date Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (the "Depository Agreement"). Except for the Residual Certificatesx) a letter of transmittal (which shall specify that delivery shall be effected, the Private Certificates and the Individual Certificates risk of loss and as provided in Subsection 5.01(b), title to the Certificates shall at all times remain registered in the name pass, only upon delivery of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely Exchange Agent and shall be fully protected in relying upon information furnished by customary form) and (y) instructions for use in effecting the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of one a Certificate for cancellation to the Exchange Agent or more to such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action other agent or agents as may be reasonably required to cause the Depository to accept appointed by Parent, together with such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners letter of such respective Classes of Book-Entry Certificates transmittal, duly completed and any Global Certificates shall be made validly executed in accordance with the procedures established instructions thereto, and such other documents as may reasonably be required by the Depository Participant or brokerage firm representing Exchange Agent, the holder of such Certificate Ownersshall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. Each Depository Participant In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall only be properly endorsed or otherwise be in proper form for transfer Book-Entry Certificates and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate Owners it represents or establish to the reasonable satisfaction of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresParent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. (a) The DepositoryParent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Seller Effective Time and in any event not later than the Trustee have entered into a Depository Agreement dated as of fifth Business Day following the Closing Date Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 3.2, (the "Depository Agreement"). Except for the Residual Certificatesi) a letter of transmittal (which shall specify that delivery shall be effected, the Private Certificates and the Individual Certificates risk of loss and as provided in Subsection 5.01(b), title to the Certificates shall at pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.6(g)) in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent (or affidavits of loss in lieu thereof in accordance with Section 3.6(g)), together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) the Merger Consideration such holder has the right to receive in respect of such Certificate pursuant to Section 3.2(b) (after taking into account all times remain other Certificates surrendered by such holder pursuant to this Section 3.6(b)(i), (B) any dividends or other distributions payable pursuant to Section 3.6(c)(i) and (C) cash in lieu of fractional shares of Parent Stock payable pursuant to Section 3.4, and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Stock that is not registered in the name transfer records of the Depository or its nominee Company, payment may be made and at all times: (i) registration of such Certificates shares may not be transferred by the Trustee except issued to a successor to Person other than the Depository; (ii) ownership Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfers of registration of the Person requesting such Certificates on the books payment shall pay any transfer or other similar Taxes required by reason of the Depository shall be governed by applicable rules established by payment to a Person other than the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative registered holder of such Certificate Owners or establish to the reasonable satisfaction of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of Parent that such representative shall Tax has been paid or is not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and applicable. No interest shall be fully protected in relying paid or accrue on any cash payable upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at surrender of any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresCertificate.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Non-Offered Certificates (which are also Physical Certificates) and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of the related Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Non-Offered Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The Depository, Certificates evidencing the Seller and the Trustee have entered into a Depository Agreement dated as shares of the Closing Date Company’s common stock underlying the Exchange Securities (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates “Underlying Shares”) shall at all times remain registered in the name of the Depository or its nominee and at all timesnot contain any legend: (i) while a registration statement covering the resale of such Certificates may not be transferred by security is effective under the Trustee except to a successor to the DepositorySecurities Act; (ii) ownership and transfers of registration following any sale of such Certificates on the books of the Depository shall be governed by applicable rules established by the DepositoryUnderlying Shares pursuant to Rule 144; or (iii) if such legend is not required under applicable requirements of the Depository Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after any of the events described in (i)-(iii) in the preceding sentence if required by the Company’s transfer agent to effect the removal of the legend hereunder (with a copy to the Holder and its broker). If all or any portion of an Exchange Security is converted at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may collect be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 11, it will, no later than two (2) Trading Days following the delivery by the Holder to the Company or the Company’s transfer agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to the Holder a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its usual and customary fees, charges and expenses from its Depository Participants; (iv) records or give instructions to the Trustee Company’s transfer agent that enlarge the restrictions on transfer set forth in this Section 11. Certificates for Underlying Shares subject to legend removal hereunder shall deal be transmitted by the Company’s transfer agent to the applicable Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company System as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished directed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresHolder.

Certificates. Section 5.01. Certificates (a) The Depository, the Seller Depository and the Trustee Depositor have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar, as agent of the Depositor, shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar, as agent of the Depositor, may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The Trust shall be deemed to consist of three sub-trusts, one with respect to each of the Residual CertificatesGroup I, Group II and Group III Loans. The assets of the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trustee to secure a debt or brokerage firm representing such Certificate Ownersother obligation of the Company. Each Depository Participant shall only transfer Book-Entry Certificates However, in the event that, notwithstanding the intent of Certificate Owners it represents the parties, the Conveyed Assets are held to be the property of the Company, or of brokerage firms if for which it acts as agent any other reason this Agreement is held or deemed to create a security interest in accordance with the Depository's normal procedures.Conveyed Assets, then

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates and for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vvi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates are Physical Certificates and the Private Class B-IO Certificates are initially Physical Individual Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer interests in Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates and the owners of the Bankruptcy and Extraordinary Hazard Expense Reserve Fund and the Expense Account, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the Trust Fund to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the Trust Fund. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the Trust Fund by the Company to the Trustee to secure a debt or brokerage firm representing such Certificate Ownersother obligation of the Company. Each Depository Participant shall only transfer Book-Entry Certificates However, in the event that, notwithstanding the intent of Certificate Owners it represents the parties, the Trust Fund is held to be the property of the Company, or of brokerage firms if for which it acts as agent any other reason this Agreement is held or deemed to create a security interest in accordance with the Depository's normal procedures.Trust Fund, then

Certificates. As soon as practicable after the FMCTI Effective Time (aand in no event later than five (5) The Depositorydays after the FMCTI Effective Time), Topco shall cause the Seller Exchange Agent to mail to each Person that was, immediately prior to the FMCTI Effective Time, a holder of record of FMCTI Shares (other than the Excluded FMCTI Shares) represented by a certificate (each a “FMCTI Certificate”): (A) an appropriate and customary letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the FMCTI Certificates shall pass, only upon delivery of the FMCTI Certificates to the Exchange Agent, and shall otherwise be in such form as Topco, FMCTI and the Trustee have entered into a Depository Agreement dated as Exchange Agent shall reasonably agree; and (B) instructions for use in effecting the surrender of the Closing Date FMCTI Certificates (or affidavits of loss in lieu of the "Depository Agreement"). Except for the Residual Certificates, the Private FMCTI Certificates and the Individual Certificates and as provided in Subsection 5.01(bSection 1.9(e), ) in exchange for the Certificates shall at all times remain registered FMCTI Merger Consideration. Upon delivery of a duly executed letter of transmittal and surrender of a FMCTI Certificate (or affidavit of loss in the name lieu of the Depository or its nominee and at all times: (iFMCTI Certificate as provided in Section 1.9(e)) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Exchange Agent in accordance with the procedures established by terms of such letter of transmittal, the Depository Participant holder of such FMCTI Certificate shall be entitled to receive in exchange therefor the FMCTI Merger Consideration (after giving effect to any required Tax withholdings as provided in Section 1.10), and the FMCTI Certificate so surrendered shall forthwith be cancelled. No interest will be paid or brokerage firm accrued on any amount payable upon due surrender of the FMCTI Certificates. In the event of a transfer of ownership of FMCTI Shares that is not registered in the transfer records of FMCTI, the FMCTI Merger Consideration, upon due surrender of the FMCTI Certificate, may be issued to such transferee if the FMCTI Certificate formerly representing such FMCTI Shares is presented to the Exchange Agent, accompanied by all documents reasonably required by Topco to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. Until surrendered as contemplated hereby, each FMCTI Certificate Owners. Each Depository Participant shall be deemed at any time after the FMCTI Effective Time to represent only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts the right to receive the FMCTI Merger Consideration (to the extent not previously paid) (in each case, without interest and after giving effect to any required Tax withholdings as agent provided in accordance with the Depository's normal proceduresSection 1.10) as contemplated by this Agreement.

Certificates. The Trustee agrees, for the benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that all documents required (ain the case of instruments described in clauses (X)(v) The Depositoryand (Y)(x) of the definition of "Mortgage File", known by the Trustee to be required) pursuant to the third paragraph of Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Seller Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have entered into a Depository Agreement dated as of been executed or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "Depository Agreement"defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: either (i) registration of such Certificates may not be transferred by repurchase the related Mortgage Loan from the Trustee except to a successor to at the Depository; Purchase Price, or (ii) ownership and transfers of registration of substitute for any Mortgage Loan to which such Certificates on defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the books of the Depository shall be governed by applicable rules established by the Depository; Code) and, (iii) after such three-month or two-year period, as applicable, the Depository may collect its usual and customary fees, charges and expenses Company shall repurchase the Mortgage Loan from its Depository Participants; (iv) the Trustee shall deal with at the Depository as representative of such Certificate Owners Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the respective Class of Certificates for purposes of exercising Company, reasonably imminent. If such defect would cause the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed Mortgage Loan to be inconsistent if they are made with respect to different Certificate Owners; and other than a "qualified mortgage" (vas defined in the Code), then notwithstanding the previous sentence, repurchase or substitution must occur within the sooner of (i) 90 days from the Trustee may rely and shall be fully protected date the defect was discovered or (ii) in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and case of substitution, two years from the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresClosing Date.

Certificates. (a) The DepositoryRecord Holders of Membership Interests and, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificateswhere appropriate, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b)Derivative Membership Interests, the Certificates shall at all times remain registered be recorded in the name Register and ownership of such interests shall be evidenced by a physical certificate. Notwithstanding the Depository prior sentence, Common Units held by or through The Depositary Trust Company or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed required to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and evidenced by Certificates. Certificates shall be fully protected in relying upon information furnished executed on behalf of the Company by the Depository with respect to its Depository ParticipantsChief Executive Officer, President, Chief Financial Officer or any Senior Vice President or Vice President and the Secretary, any Assistant Secretary, or other authorized officer of the Company. The Residual Certificates and signatures of such officers upon a certificate may, to the Private Certificates are initially Physical Certificatesextent permitted by law, be facsimiles. In case any officer who has signed or whose signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance. If at a Transfer Agent has been appointed for a class of Membership Interests, no Certificate for such class of Membership Interests shall be valid for any time purpose until it has been countersigned by the Holders Transfer Agent; provided, however, that, if the Board of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required Directors elects to cause the Depository Company to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners issue Membership Interests of such respective Classes of Book-Entry Certificates and any Global Certificates class in global form, the Certificate shall be made valid upon receipt of a certificate from the Transfer Agent certifying that the Membership Interests have been duly registered in accordance with the procedures established directions of the Company. On or after the date on which Subordinated Units are converted into Common Units pursuant to the terms of Section 5.5, the Record Holders of such Subordinated Units shall exchange such Certificates for Certificates evidencing the Common Units into which such Record Holder’s Subordinated Units converted. With respect to any Membership Interests that are represented by physical certificates, the Depository Participant Board of Directors may determine that such Membership Interests will no longer be represented by physical certificates and may, upon written notice to the holders of such Membership Interests and subject to applicable law, take whatever actions it deems necessary or brokerage firm representing appropriate to cause such Certificate OwnersMembership Interests to be registered in book entry or global form and may cause such physical certificates to be cancelled or deemed cancelled. Each Depository Participant The Board of Directors shall only have the power and authority to make all such other rules and regulations as it may deem expedient concerning the issue, transfer Book-Entry Certificates and registration or the replacement of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresCertificates.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date October 17, 2001 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository for all purposes (including the making of a distribution) as representative of such Certificate Owners of the respective Class of Certificates Certificates, and including for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. Section 5.01. Certificates (a) The Depository, the Seller Depository and the Trustee Depositor have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar, as agent of the Depositor, shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar, as agent of the Depositor, may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes of Certificates for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and time stamp such request and forward such request to the Trust Administrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-3 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the Trustee have entered into a Depository Agreement dated as amounts of such requests. The Clearing Agency will honor requests for distributions in the Closing Date order of their receipt (subject to the "Depository Agreement"priorities described in Section 4.07(a) above). Except for The Trust Administrator shall notify the Residual Certificates, the Private Certificates Clearing Agency and the Individual Certificates and appropriate Clearing Agency Participants as provided in Subsection 5.01(b), the Certificates to which requests should be honored on each Distribution Date. Requests shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred honored by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures established to be followed by the Depository Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-3 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-3 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or brokerage firm representing Clearing Agency Indirect Participant that maintains such Certificate OwnersBeneficial Owner's account. Each Depository In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant shall only transfer Book-Entry must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Class A Principal Balance of Class A-3 Certificates on such Distribution Date. In the event any requests for distributions in reduction of Certificate Owners it represents or the principal balance of brokerage firms Class A-3 Certificates are rejected by the Trust Administrator for which it acts as agent in accordance failure to comply with the Depository's normal proceduresrequirements of this Section 4.07, the Trust Administrator shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the reason for such rejection.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date June 29. 1998 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedtrading. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant or brokerage firm representing Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate OwnersAccount the Clipper Mortgage Loan Purchase Amount. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures.execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer

Certificates. (a) The Depositorypurpose of REMIC I is to hold the REMIC I Trust Fund and provide for the issuance, the Seller execution and the Trustee have entered into a Depository Agreement dated as delivery of the Closing Date (Class R-1 Certificates. The assets of REMIC I shall consist of the "Depository Agreement")REMIC I Trust Fund. Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates REMIC I shall at all times be irrevocable. The assets of REMIC I shall remain registered in the name custody of the Depository or its nominee Trustee, on behalf of REMIC I, and at all times: (i) registration shall be kept in REMIC I. Moneys to the credit of such Certificates may not REMIC I shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in REMIC I will not be subject to a successor any right, charge, security interest, lien or claim of any kind in favor of U.S. Bank National Association in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC I, shall not have the power or authority to the Depository; (ii) ownership and transfers transfer, assign, hypothecate, pledge or otherwise dispose of registration of such Certificates on the books any of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesassets of REMIC I to any Person, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository except as representative permitted herein. No creditor of such Certificate Owners a beneficiary of REMIC I, of the respective Class Trustee, of Certificates for purposes the Master Servicer or of exercising the rights of Certificateholders under this AgreementCompany shall have any right to obtain possession of, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificatesto, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners property of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made REMIC I, except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the REMIC I Trust Fund, including but not limited to (i) all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"). The Trustee hereby accepts REMIC I created hereby and accepts delivery of the REMIC I Trust Fund on behalf of REMIC I and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the REMIC I Trust Fund to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the REMIC I Trust Fund. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the REMIC I Trust Fund by the Company to the Trustee to secure a debt or brokerage firm representing such Certificate Ownersother obligation of the Company. Each Depository Participant shall only transfer Book-Entry Certificates However, in the event that, notwithstanding the intent of Certificate Owners it represents the parties, the REMIC I Trust Fund is held to be the property of the Company, or of brokerage firms if for which it acts as agent any other reason this Agreement is held or deemed to create a security interest in accordance with the Depository's normal procedures.REMIC I Trust Fund, then

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of same day. Neither the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) Master Servicer nor the Trustee shall deal be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-2 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the Depository as representative order of receipt and the amounts of such Certificate Owners requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the respective Class of Certificates for purposes of exercising priorities described in Section 4.07(a) above). The Trustee shall notify the rights of Certificateholders under this AgreementClearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and requests subject to the priorities and directions for and votes of such representative shall not be deemed limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class A-2 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Ambac or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-2 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-2 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-2 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and time stamp such request and forward such request to the Trust Administrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-12 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the Trustee have entered into a Depository Agreement dated as amounts of such requests. The Clearing Agency will honor requests for distributions in the Closing Date order of their receipt (subject to the "Depository Agreement"priorities described in Section 4.07(a) above). Except for The Trust Administrator shall notify the Residual Certificates, the Private Certificates Clearing Agency and the Individual Certificates and appropriate Clearing Agency Participants as provided in Subsection 5.01(b), the Certificates to which requests should be honored on each Distribution Date. Requests shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred honored by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures established to be followed by the Depository Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-12 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-12 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or brokerage firm representing Clearing Agency Indirect Participant that maintains such Certificate OwnersBeneficial Owner's account. Each Depository In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant shall only transfer Book-Entry must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-12 Certificates on such Distribution Date. In the event any requests for distributions in reduction of Certificate Owners it represents or the principal balance of brokerage firms Class A-12 Certificates are rejected by the Trust Administrator for which it acts as agent in accordance failure to comply with the Depository's normal proceduresrequirements of this Section 4.07, the Trust Administrator shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the reason for such rejection.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The Trust shall be deemed to consist of two sub-trusts, one with respect to each of the Residual Certificates, Group I and Group II Loans. The assets of the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trustee to secure a debt or brokerage firm representing such Certificate Ownersother obligation of the Company. Each Depository Participant shall only transfer Book-Entry Certificates However, in the event that, notwithstanding the intent of Certificate Owners it represents the parties, the Conveyed Assets are held to be the property of the Company, or of brokerage firms if for which it acts as agent any other reason this Agreement is held or deemed to create a security interest in accordance with the Depository's normal procedures.Conveyed Assets, then

Certificates. (a) The Depository, the Seller Depository and the Trustee Depositor have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar, as agent of the Depositor, shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar, as agent of the Depositor, may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes of Certificates for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The DepositoryOwnership of equity interests in the Company may, but need not, be evidenced by certificates similar to customary stock certificates. As of the date hereof, the Seller and equity interests are uncertificated, but the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesManaging Member, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative prior written consent of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this AgreementBW, and requests and directions for and votes of such representative shall not be deemed may determine to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If certificate all or any equity interests at any time by resolution thereof; provided that no such decision to certificate the Holders equity interests may adversely and disproportionately affect a Member. In such event, the Managing Member shall prescribe the forms of all certificates to be issued by the Company including the forms of legends to be affixed thereto. Any such certificate shall be delivered by the Company to the applicable Member. Certificates evidencing equity interests will provide that they are governed by Article 8 of the Uniform Commercial Code. Certificates need not bear a seal of one the Company but shall be signed by the Managing Member or more any other Person authorized by the Managing Member to sign such Classes request that certificates who shall certify the Trustee cause equity interests represented by such Class to become Global Certificates, certificate. Books and records reflecting the Trustee and record ownership of the Seller will take such action as equity interests shall be kept by the Managing Member. The Managing Member may determine the conditions upon which a new certificate may be reasonably required issued in place of a certificate which is alleged to cause have been lost, stolen or destroyed and may, in its discretion, require the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners owner of such respective Classes certificate or its legal representative to give bond, with sufficient surety, to indemnify the Company against any and all losses or claims that may arise by reason of Book-Entry Certificates and the issuance of a new certificate in the place of the one so lost, stolen or destroyed. Each certificate shall bear a legend on the reverse side thereof substantially in the following form in addition to any Global Certificates shall be made in accordance other legend required by law or by agreement with the procedures established by the Depository Participant or brokerage firm representing such Certificate OwnersCompany: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY MAY BE REQUESTED BY THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresTHIS SECURITY MAY BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF MARCH 19, 2020 (AS FURTHER AMENDED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

Certificates. The Trustee agrees, for the benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (ain the case of instruments described in clauses (X)(v) The Depositoryand (Y)(x) of the definition of "Mortgage File", known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Seller Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have entered into a Depository Agreement dated as of been executed or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three- month period commencing on the Closing Date (or within the two- year period commencing on the Closing Date if the related Mortgage Loan is a "Depository Agreement"defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: either (i) registration of such Certificates may not be transferred by purchase or repurchase the related Mortgage Loan from the Trustee except to a successor to at the Depository; Purchase Price, or (ii) ownership and transfers of registration of substitute for any Mortgage Loan to which such Certificates on defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the books of the Depository shall be governed by applicable rules established by the Depository; Code) and, (iii) after such three-month or two-year period, as applicable, the Depository may collect its usual and customary fees, charges and expenses Company shall purchase or repurchase the Mortgage Loan from its Depository Participants; (iv) the Trustee shall deal with at the Depository as representative of such Certificate Owners Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the respective Class of Certificates for purposes of exercising Company, reasonably imminent. If such defect would cause the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed Mortgage Loan to be inconsistent if they are made with respect to different Certificate Owners; and other than a "qualified mortgage" (vas defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the Trustee may rely and shall be fully protected date the defect was discovered or (ii) in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and case of substitution, two years from the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresClosing Date.

Certificates. (a) The DepositoryTrustee shall deposit in the escrow deposit fund created pursuant to the Escrow Deposit Agreement, $[ ] from the Seller and the Trustee have entered into a Depository Agreement dated as proceeds of the Closing Date (the "Depository Agreement"). Except for the Residual Series 2022A Certificates, the Private Certificates and the Individual Certificates and which amount, together with $[ ] of other legally available moneys, shall be invested in Government Obligations or held uninvested in cash as provided in Subsection 5.01(b)the Escrow Deposit Agreement, to be used to pay when due the portion of Basic Lease Payments represented by, and the Prepayment Price on the Prepayment Date of, the Refunded Series 2012A Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by Escrow Deposit Agreement The Trustee shall deposit, from the Depository Participant proceeds of the sale of the Series 2022A Certificates, the amount of $[ ] in the Series 2022A Cost of Issuance Subaccount to pay the costs of issuance of the Series 2022A Certificates. ARTICLE V MISCELLANEOUS PROVISIONS RELATING TO SERIES 2022A CERTIFICATES SECTION 501. CONTINUING DISCLOSURE. Notwithstanding that the Series 2022A Certificates are not subject to the Rule, the School Board hereby covenants and agrees to provide continuing disclosure information with respect to the Series 2022A Certificates. Pursuant to the Series 2003A-1 Lease and the Series 2003A-2 Lease, the School Board has undertaken all responsibility for compliance with continuing disclosure requirements, and the Corporation shall have no liability to the owners of the Refunded Series 2012A Certificates or brokerage firm representing such any other person with respect to the Rule. Notwithstanding any other provision of the Series 2022A Trust Agreement, failure of the School Board to comply with the Continuing Disclosure Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates not be considered an Event of Certificate Owners Default; however, provided it represents or of brokerage firms for which it acts as agent has been satisfactorily indemnified in accordance with Section 602 of the Depository's normal procedures.Master Trust Agreement as if it were proceeding under Section 602 of the Master Trust Agreement, the Trustee may (and, at the request of any participating underwriter of the Refunded Series 2012A Certificates or the Holders of at least 25% aggregate principal amount of outstanding Series 2022A Certificates, shall) or any owner of the Series 2022A Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the School Board to comply with its obligations under the Series 2003A-1 Lease and the Series 2003A-2 Lease. For purposes of this Section, “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2022A Certificates (including persons holding Series 2022A Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2022A Certificates for federal income tax purposes. SECTION 502. PROVISIONS OF MASTER TRUST AGREEMENT NOT

Certificates. (a) The Depositorycertificates evidencing the Restricted Stock, and a stock power executed by the Seller and Participant in blank with respect hereto in the Trustee have entered into a Depository Agreement dated form annexed hereto as of Exhibit A, shall be deposited with an escrow agent designated by the Closing Date Committee, which may be the Company (the "Depository Agreement")“Escrow Agent”) until such time as either (i) any such shares are forfeited in accordance with Section 2 hereof, or (ii) the restrictions on any such shares lapse in accordance with Section 2 hereof, in which case any such shares shall be delivered to the Participant in accordance with, and subject to the limitations of, Section 4 hereof. Except for The period during which any share of Restricted Stock is held by the Residual Certificates, Escrow Agent in accordance with the Private Certificates and preceding sentence is referred to herein as the Individual Certificates and as provided in Subsection 5.01(b), “Restricted Period” with respect to such share. The Committee shall cause the Certificates shall at all times remain Escrow Agent to issue to the Participant a receipt evidencing the stock certificates held by the Escrow Agent registered in the name of the Depository or its nominee and at all times: (i) registration of Participant. Each such Certificates may not be transferred by certificate shall bear the Trustee except to a successor to following legend until the Depository; (ii) ownership and transfers of registration of such Certificates on the books lapse of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made Restricted Period with respect to different Certificate Owners; the shares represented by such certificate: Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Interline Brands, Inc. 2004 Equity Incentive Plan and the Restricted Stock Award Agreement, effective _____, 2004 between Interline Brands, Inc. and the Participant. Copies of the Agreement and Plan are on file at the offices of Interline Brands, Inc. In the case of the Participant’s death, such certificates will be delivered to the beneficiary designated in writing by the Participant in the form annexed hereto as Exhibit B, or, in the event no beneficiary has been chosen or such beneficiary has predeceased the Participant or cannot be located within a reasonable amount of time (v) as determined by the Trustee Committee), to the Participant ‘s legatee or legatees, or to his personal representatives or distributees, as the case may rely be. To the extent that any determination must be made to properly effect the delivery of stock certificates in the event of the Participant ‘s death, such determination shall be made by the Committee and shall be fully protected in relying upon information furnished by final and binding and shall completely discharge the Depository with respect Company from its obligation to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresdeliver stock certificates hereunder.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date December 29, 1997 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates Class B-4, Class B-5, Class B-6 Class 3-B-4, Class 3-B-5, Class 3-B-6, Class 4-B-4, Class 4-B-5, Class 4-B-6, Class 5-B-4, Class 5-B-5 and the Private Class 5-B-6 Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedtrading. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The DepositoryMembership Units shall be represented by a certificate or certificates, setting forth upon the Seller and face thereof that the Trustee have entered into Company is a Depository Agreement dated as limited liability company formed under the laws of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesState of Delaware, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee Member to which it is issued and at all times: (i) registration the number of Membership Units which such Certificates may not certificate represents. Such certificates shall be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on entered in the books of the Depository Company as they are issued, and shall be governed by applicable rules established signed by the Depository; (iii) Chairman or the Depository Chief Executive Officer of the Company and may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal be sealed with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders Company's seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, and requests and directions for and votes of such representative the transferring Member shall not be deemed surrender to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates Company and the Private Certificates are initially Physical Certificates. If at any time Company shall issue to the Holders of all of transferring Member certificates representing the Certificates of one or more remaining Membership Units held by such Classes request that the Trustee cause transferring Member after taking into account such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedTransfer. All transfers by Certificate Owners certificates representing Membership Units (unless registered under the Securities Act of such respective Classes of Book-Entry Certificates and any Global Certificates 1933, as amended (the "Securities Act")), shall be made in accordance with bear the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresfollowing legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Certificates. The Trustee agrees, for the benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that all documents required (ain the case of instruments described in clauses (X)(v) The Depositoryand (Y)(x) of the definition of "Mortgage File", known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Seller Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have entered into a Depository Agreement dated as of been executed or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "Depository Agreement"defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: either (i) registration purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1% greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Certificates Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the purchase or repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be transferred deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration written notification of such Certificates on the books of the Depository shall be governed deposit signed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesa Servicing Officer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with release to the Depository Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as representative of such Certificate Owners shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. The obligation of the respective Class of Certificates for purposes of exercising Company to purchase or repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the rights of Certificateholders under this Agreement, and requests and directions for and votes of sole remedy respecting such representative shall not be deemed defect available to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all the REMIC I Regular Interests or the Class R-1 Certificateholders or the Trustee on behalf of the Certificates Holders of one the REMIC I Regular Interests or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresR-1 Certificateholders.

Certificates. (a) The DepositoryCompany may, the Seller and the Trustee have entered into a Depository Agreement dated as in its discretion, reflect ownership of the Closing Date (Shares through the "Depository Agreement")issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. Except for If the Residual CertificatesCompany elects to issue certificates, one or more certificates evidencing the Private Certificates and Shares shall be issued by the Individual Certificates and as provided Company in Subsection 5.01(b)Director's name, or at the Certificates shall at all times remain registered option of the Company, in the name of a nominee of the Depository or its nominee Company, pursuant to which Director shall have voting rights and at shall be entitled to receive all timesdistributions unless and until the Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE XXXXXX XXXXXX, INC. STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXX XXXXXX, INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF XXXXXX XXXXXX, INC. Until the Forfeiture Restrictions have lapsed, (i) registration of such Certificates may Director shall not be transferred by entitled to delivery of the Trustee except to a successor to the Depository; stock certificate, (ii) ownership and transfers of registration of such Certificates on the books Company shall retain custody of the Depository shall be governed by applicable rules established by the Depository; stock certificate, and (iii) the Depository Director may collect its usual and customary feesnot sell, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners transfer, pledge, exchange, hypothecate or otherwise dispose of the respective Class Shares. A breach by Director of Certificates for purposes the terms and conditions of exercising this Agreement shall cause a forfeiture of the rights Shares by Director. Upon request of Certificateholders under the Committee, Director shall deliver to the Company a stock power, endorsed in blank, relating to the Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall deliver to Director a certificate without legend evidencing the vested Shares with respect to which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, and requests and directions the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for and votes such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such representative units. The Company shall not be deemed obligated to be inconsistent issue or deliver any shares of Stock if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and issuance or delivery thereof shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at constitute a violation of any time the Holders provision of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents law or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresany regulation of any governmental authority or any national securities exchange.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Non-Offered Certificates (which are also Physical Certificates) and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of the related Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Non-Offered Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The DepositoryDTC, the Seller Depositor and the Trustee Certificate Registrar have entered into a Depository Agreement dated as of the Closing Date September 30, 2004 (the "Depository DTC Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository DTC or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the DepositoryDTC; (ii) ownership and transfers of registration of such Certificates on the books of the Depository DTC shall be governed by applicable rules established by the DepositoryDTC; (iii) the Depository DTC may collect its usual and customary fees, charges and expenses from its Depository DTC Participants; (iv) the Grantor Trustee shall deal with the Depository DTC as representative of such the Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for for, and votes of of, such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Paying Agent, the Grantor Trustee and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository DTC with respect to its Depository DTC Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository DTC Participant or brokerage firm representing such Certificate Owners. Each Depository DTC Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the DepositoryDTC's normal procedures.

Certificates. (a) The Depository, the Seller Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of the Closing Date March 30, 2004 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The DepositoryLLC Units shall be represented by a certificate or certificates, setting forth upon the Seller and face thereof that Royal Street is a limited liability company formed under the Trustee have entered into a Depository Agreement dated as laws of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesState of Delaware, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee Person to which it is issued and at all times: (i) registration the number of LLC Units which such Certificates may not certificate represents. Such certificates shall be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on entered in the books of the Depository Royal Street as they are issued, and shall be governed by applicable rules established signed by the Depository; (iii) Chairman or the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative Chief Executive Officer of such Certificate Owners Royal Street. Upon any Transfer of the respective Class of Certificates for purposes of exercising the rights of Certificateholders LLC Units permitted under this Agreement, and requests and directions for and votes the transferring Member shall request Royal Street to (i) issue to the transferee a certificate representing the number of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; LLC Units so transferred and (vii) surrender to Royal Street the Trustee may rely existing certificate and Royal Street shall be fully protected in relying upon information furnished issue to the transferring Member certificates representing the remaining LLC Units, if any, held by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause transferring Member after taking into account such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedTransfer. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates certificates representing LLC Units (unless registered under the Securities Act), shall be made in accordance with bear the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresfollowing legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) UNLESS IN ACCORDANCE WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET (AS AMENDED FROM TIME TO TIME), A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF ROYAL STREET.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trustee to secure a debt or brokerage firm representing such Certificate Ownersother obligation of the Company. Each Depository Participant shall only transfer Book-Entry Certificates However, in the event that, notwithstanding the intent of Certificate Owners it represents the parties, the Conveyed Assets are held to be the property of the Company, or of brokerage firms if for which it acts as agent any other reason this Agreement is held or deemed to create a security interest in accordance with the Depository's normal procedures.Conveyed Assets, then

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vvi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates are Physical Certificates and the Private Class B-IO Certificates are initially Physical Individual Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer interests in Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut- Off Date and received by the Depository Participant or brokerage firm representing Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate OwnersAccount the Clipper Mortgage Loan Purchase Amount. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures.execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable 105 remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant or brokerage firm representing Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate OwnersAccount the Clipper Mortgage Loan Purchase Amount. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures.execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. (a) The DepositoryAs provided in the Agreement and subject to certain limitations therein set forth, the Seller and the Trustee have entered into a Depository Agreement dated as transfer of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered this Class A-1 Certificate is registrable in the name Certificate Register upon surrender of the Depository or its nominee and at all times: (i) this Class A-1 Certificate for registration of such Certificates may not be transferred transfer at the offices or agencies maintained by the Trustee except in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Class A-1 Certificates of authorized denominations evidencing the same aggregate interest in the Trust will take such action be issued to the designated transferee. The Class A-1 Certificates are issuable only as registered Class A-1 Certificates without coupons in denominations of $1,000 and integral multiples thereof; provided, however, that one Class A-1 Certificate may be reasonably issued in a denomination that represents any residual amount and that such Class A-1 Certificate shall be retained by the Depositor. As provided in the Agreement and subject to certain limitations therein set forth, Class A-1 Certificates are exchangeable for new Class A-1 Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charges payable in connection therewith. The Trustee, the Certificate Registrar, and any agent of the Trustee or the Certificate Registrar may treat the person in whose name this Class A-1 Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities to the Class A-1 Certificateholders created by the Agreement and the Trust created thereby shall terminate upon the payment to Class A-1 Certificateholders of all amounts required to be paid to them pursuant to the Agreement and the disposition of all property held as part of the Trust. The holder of the Class IC Certificate may at its option cause the Depository Trustee to accept sell the corpus of the Trust at a price not to be less than the price specified in the Agreement, and such sale of the Receivables and other property of the Trust may effect early retirement of the Class A-1 Certificates; however, such right is exercisable only as of a Record Date as of which the Pool Balance is less than or Classes equal to 10% of the Initial Certificate Balance and the Notional Principal Amount has been reduced to zero. Although this Class A-1 Certificate summarizes certain provisions of the Agreement, this Class A-1 Certificate does not purport to summarize the Agreement and reference is made to the Agreement for trading if it may legally information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. In the event of any inconsistency or conflict between the terms of this Class A-1 Certificate and the terms of the Agreement, the terms of the Agreement shall control. By acceptance of this Certificate, the holder agrees to be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established bound by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates terms of Certificate Owners it represents or of brokerage firms for which it acts the Tax Partnership Agreement included as agent in accordance with an annex to the Depository's normal proceduresAgreement.

Certificates. (a) The DepositoryAs provided in the Agreement and subject to certain limitations therein set forth, the Seller and the Trustee have entered into a Depository Agreement dated as transfer of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered this Class A-3 Certificate is registrable in the name Certificate Register upon surrender of the Depository or its nominee and at all times: (i) this Class A-3 Certificate for registration of such Certificates may not be transferred transfer at the offices or agencies maintained by the Trustee except in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Class A-3 Certificates of authorized denominations evidencing the same aggregate interest in the Trust will take such action be issued to the designated transferee. The Class A-3 Certificates are issuable only as registered Class A-3 Certificates without coupons in denominations of $1,000 and integral multiples thereof; provided, however, that one Class A-3 Certificate may be reasonably issued in a denomination that represents any residual amount. As provided in the Agreement and subject to certain limitations therein set forth, Class A-3 Certificates are exchangeable for new Class A-3 Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charges payable in connection therewith. The Trustee, the Certificate Registrar, and any agent of the Trustee or the Certificate Registrar may treat the person in whose name this Class A-3 Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities to the Class A-3 Certificateholders created by the Agreement and the Trust created thereby shall terminate upon the payment to Class A-3 Certificateholders of all amounts required to cause be paid to them pursuant to the Depository Agreement and the disposition of all property held as part of the Trust. The Servicer may purchase the corpus of the Trust at a price not to accept be less than the price specified in the Agreement, and such sale of the Receivables and other property of the Trust may effect early retirement of the Class A-3 Certificates; however, such right is exercisable only as of a Record Date as of which the Certificate Balance is less than or Classes for trading if it may legally be so tradedequal to 10% of the original aggregate principal balance of the Receivables. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates No recourse shall be made had for the payment of the principal of or interest on this Certificate, or for any claim based hereon, or otherwise in accordance with respect hereof, or based on or in respect of the procedures established Agreement, against any incorporator, stockholder, officer or director, as such, past, present, or future, of the Depositor or Servicer or of any successor at law or by the Depository Participant enforcement of any assessment or brokerage firm representing penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. Although this Class A-3 Certificate Ownerssummarizes certain provisions of the Agreement, this Class A-3 Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. Each Depository Participant In the event of any inconsistency or conflict between the terms of this Class A-3 Certificate and the terms of the Agreement, the terms of the Agreement shall only transfer Book-Entry Certificates control. By acceptance of Certificate Owners it represents or this Certificate, the holder agrees to be bound by the foregoing provisions and the terms of brokerage firms for which it acts the Tax Partnership Agreement included as agent in accordance with an annex to the Depository's normal proceduresAgreement.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and time stamp such request and forward such request to the Trustee have entered into a Depository Agreement dated Trust Administrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the Closing Date (same day. Neither the "Depository Agreement"). Except for the Residual CertificatesMaster Servicer, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) Trust Administrator nor the Trustee shall deal be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the Depository as representative order of receipt and the amounts of such Certificate Owners requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the respective Class of Certificates for purposes of exercising priorities described in Section 4.06(a) above). The Trust Administrator shall notify the rights of Certificateholders under this Agreement, Clearing Agency and the appropriate Clearing Agency Participants as to which requests and directions for and votes of such representative shall not should be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and honored on each Distribution Date. Requests shall be fully protected in relying upon information furnished honored by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.06. The exact procedures established to be followed by the Depository Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Beneficial Owner of a Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or brokerage firm representing Clearing Agency Indirect Participant that maintains such Certificate OwnersBeneficial Owner's account. Each Depository In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant shall only transfer Bookmust notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance Class II-Entry A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificates on such Distribution Date. In the event any requests for distributions in reduction of Certificate Owners it represents the principal balance of Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or of brokerage firms Class II-A-17 Certificates are rejected by the Trust Administrator for which it acts as agent in accordance failure to comply with the Depository's normal proceduresrequirements of this Section 4.06, the Trust Administrator shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the reason for such rejection.

Certificates. The Trustee agrees, for the benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that all documents required (ain the case of instruments described in clauses (X)(v) The Depositoryand (Y)(x) of the definition of "Mortgage File," known by the Trustee to be required) pursuant to the third paragraph of Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Seller Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have entered into a Depository Agreement dated as of been executed or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "Depository Agreement"defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: either (i) registration repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1% greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Certificates Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. The Purchase Price for each repurchased Mortgage Loan shall be transferred deposited by the Company in the Certificate Account and, upon receipt by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration written notification of such Certificates on the books of the Depository shall be governed deposit signed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesa Servicing Officer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with release to the Depository Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as representative of such Certificate Owners shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. The obligation of the respective Class of Certificates for purposes of exercising Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the rights of Certificateholders under this Agreement, and requests and directions for and votes of sole remedy respecting such representative shall not be deemed defect available to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all the REMIC I Regular Interests or the Class R-1 Certificateholders or the Trustee on behalf of the Certificates Holders of one the REMIC I Regular Interests or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresR-1 Certificateholders.

Certificates. The Investor Certificates of each Certificate Series may be issued, (ai) The Depositoryif not issued to a United States Person and such Certificate Series otherwise meets the requirements specified in Treas. Reg. Section 5f.163-1, in bearer form ("Bearer Certificates") with attached interest coupons and any other applicable coupon (collectively, the Seller "Coupons") or (ii) in fully registered form ("Registered Certificates") and shall be substantially in the Trustee have entered into a Depository Agreement dated as form of the Closing Date (exhibits with respect thereto attached to the "Depository Agreement")related Supplement. Except for The Exchangeable Seller Certificate shall be substantially in the Residual Certificates, the Private form of Exhibit A. The Investor Certificates and the Individual Certificates Exchangeable Seller Certificate shall, upon issue pursuant hereto or to Section 6.9 or Section 6.10, be executed and delivered by the Seller to the Trustee for authentication and redelivery as provided in Subsection 5.01(b)Sections 2.1 and 6.2. Any Investor Certificate shall be issuable in a minimum denomination of $1,000 and integral multiples thereof, unless otherwise specified in any Supplement, and shall be issued upon original issuance in an aggregate original principal amount equal to the Certificates Initial Investor Interest for the related Certificate Series. The Exchangeable Seller Certificate shall at all times remain registered in be initially issued as a single certificate to the name Seller. Each Certificate shall be executed by manual or facsimile signature on behalf of the Depository Trustee by a duly authorized signatory. Certificates bearing the manual or its nominee facsimile signature of the individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall not be rendered invalid, notwithstanding that such individual has ceased to be so authorized prior to the authentication and at all times: (i) registration delivery of such Certificates may or does not be transferred by hold such office at the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration date of such Certificates on the books of the Depository Certificates. No Certificate shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders entitled to any benefit under this Agreement, and requests and directions or be valid for and votes any purpose, unless there appears on such Certificate a certificate of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) authentication substantially in the form provided for herein, executed by or on behalf of the Trustee may rely by the manual signature of a duly authorized signatory, and such certificate upon any Certificate shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates conclusive evidence, and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more only evidence, that such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee Certificate has been duly authenticated and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradeddelivered hereunder. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with dated the procedures established by date of their authentication, except that Bearer Certificates shall be dated the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrelated Closing Date.

Certificates. (a) The DepositoryEach Participant shall have an undivided interest in Agent Lessor's interest in the Lease and Lessee's obligations thereunder and under the other Operative Documents to pay Basic Rent, the Seller Lease Balance and any Supplemental Rent to which such Participant is entitled under the Trustee have entered into Operative Documents and in the amounts and priorities set forth at Section 5.3. The interests of each Participant shall be evidenced by a Depository Agreement dated as certificate or certificates in the form of Exhibit B, with appropriate insertions, issued by Lessee indicating such Participant's interest in the Closing Date Basic Rent and all other amounts distributable to such Participant pursuant to Section 5.3 (the each such certificate, and any and all certificates issued in replacement or exchange therefor being a "Depository AgreementCertificate"). Except Lessee hereby irrevocably authorizes each Participant to make (or cause to be made) appropriate notations on the grid attached to such Participant's Certificates (or on any continuations of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding amount of, and the interest rate applicable to the interests evidenced thereby. Such notations shall be conclusive and binding on Lessee absent manifest error; provided, however the failure of any Participant to make any such notations shall not limit or otherwise affect any Obligations of Lessee. In addition to the agency established pursuant to Xxxxxx XXX, the Administrative Agent is appointed the agent of each Participant for the Residual limited purpose of transfer and exchange of the Certificates, and, as such, each Participant agrees that the Private Administrative Agent shall be entitled to the rights and bound by the provisions of Article XVI with respect to such agency, including the limitations on liability set forth therein. The Administrative Agent shall, as agent for Participants, maintain at its office a register for the purpose of registering the Certificate or Certificates originally issued hereunder and all transfers and exchanges thereof. A Participant intending to transfer any or all of its Certificates in accordance with Section 11.1, or to exchange any or all of its Certificates for Certificates evidencing a different interest, shall surrender such Certificate or Certificates to the Administrative Agent at its office set forth on Schedule II, together with a written request from such Participant (a copy of which such Participant shall also send to Lessee) for the issuance of a new Certificate or Certificates, specifying the interests to be evidenced thereby and, in the case of a surrender for registration of transfer, the name and address of the new Participant. Promptly upon receipt of such documents by the Administrative Agent, Lessee shall execute and the Individual Administrative Agent shall authenticate and deliver at no charge to Participant, a new Certificate or Certificates in the same form, evidencing the same aggregate interest and dated the same date or dates as provided in Subsection 5.01(b)the Certificate or Certificates surrendered. The Administrative Agent, at no charge to Participant, shall make a notation on each new Certificate of the amount of all payments previously made on the old Certificate or Certificates with respect to which such new Certificate is issued and the date to which payments with respect to the old Certificate or Certificates have been paid. Such notations, and the grid attached to each Certificate, shall be prepared by the Administrative Agent, and shall be conclusive and binding absent manifest error. The Participant requesting such transfer or exchange shall be responsible for all stamp taxes related thereto. Lessee, the Certificates shall at all times remain registered Administrative Agent and the Participants may deem the owner of each Certificate reflected in the name register as the owner thereof for all purposes. The Administrative Agent shall not be responsible for determining if any transferee satisfies the requirements of Section 11.1. In maintaining the register and registering therein the transfers and exchanges of Certificates as required under this Section 3.7, the Administrative Agent shall act as the agent of Lessee, as the issuer of the Depository or its nominee Certificates, at Lessee's sole cost and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesexpense, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising complying with the requirements of Treas. Reg. §5f.103-1(c)(1), in order to cause the certificates to qualify for the "portfolio interest exemption" under Section 871(h) and related Sections of the Code and applicable regulations thereunder. As such agent, Lessee agrees that the Administrative Agent shall be entitled to the rights and bound by the provisions of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made Article XVI with respect to different Certificate Owners; and (v) such agency, including the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedureslimitations on liability set forth therein.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the same day. The Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class I-A-4 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class I-A-4 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from MBIA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class I-A-4 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Bookwithdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class I-Entry A-4 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class I-A-4 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

Certificates. (a) In the case of a request on behalf of a Deceased Owner, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The DepositoryDepository Participant shall forward a certification, satisfactory to the Seller Trustee, certifying the death of the Beneficial Owner and the Trustee have entered into a Depository Agreement dated as receipt of the Closing Date (appropriate death and tax waivers. The Depository Participant should in turn make the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name request of the Depository or its nominee and at all times: (i) registration or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, Servicer or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant or brokerage firm. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Class A-4 Certificates may not that have submitted requests for distributions in reduction of the Certificate Principal Balance of Class A-4 Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.10(a) above). The Trustee shall notify the Depository as to which requests should be transferred honored on each Distribution Date at least three Business Days prior to such Distribution Date based on the report received by the Trustee except pursuant to a successor to the Depository; (ii) ownership Section 4.04 and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with notify the Depository as representative of such Certificate Owners to the amount of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed Senior Principal Distribution Amount to be inconsistent if they are made with respect distributed to different Certificate Owners; and (v) the Trustee may rely and Class A-4 Certificates by Random Lot pursuant to Section 4.10(d). Requests shall be fully protected in relying upon information furnished honored by the Depository in accordance with respect the procedures, and subject to its Depository Participantsthe priorities and limitations, described in this Section 4.10. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class exact procedures to become Global Certificates, be followed by the Trustee and the Seller Depository for purposes of determining such priorities and limitations will take such action be those established from time to time by the Trustee or the Depository, as the case may be reasonably required to cause be. The decisions of the Trustee and the Depository to accept concerning such Class or Classes matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for trading if it may legally a distribution shall be so tradeddue and payable on the applicable Distribution Date. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Such Certificates shall be made cease to bear interest after the last day of the month preceding the month in accordance with the procedures established which such Distribution Date occurs. Any Certificate Owner of an Class A-4 Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or brokerage firm representing Indirect Depository Participant that maintains such Certificate OwnersOwner's account. Each In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant shall only transfer Book-Entry Certificates must notify the related Depository Participant which in turn must forward the withdrawal of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with such request on the Depository's normal proceduresparticipant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Certificate Principal Balance of the Class A-4 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Certificate Principal Balance of the Class A-4 Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 4.10, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date April 29, 1999 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (aOwners of Membership Interests and, where appropriate, Derivative Membership Interests, shall be recorded in the Register and, when deemed appropriate by the Board of Directors, ownership of such interests shall be evidenced by a physical certificate or book entry notation in the Register. Notwithstanding anything to the contrary in this Agreement, unless the Managing Member shall determine otherwise in respect of some or all of any or all classes of Membership Interests and Derivative Membership Interests, Membership Interests and Derivative Membership Interests shall not be evidenced by physical certificates. Certificates, if any, shall be executed on behalf of the Membership by the Chief Executive Officer, President, Chief Financial Officer or any Vice President and the Secretary, any Assistant Secretary, or other authorized officer of the General Partner. The signatures of such officers upon a certificate may, to the extent permitted by law, be facsimiles. In case any officer who has signed or whose signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance. Subject to Section 6.7(b) The Depositoryand Section 6.7(c), if Common Units are evidenced by Certificates, on or after the date on which Subordinated Units are converted into Common Units pursuant to the terms of Section 5.5, the Seller and the Trustee have entered into a Depository Agreement dated as Record Holders of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: such Subordinated Units (i) registration of if the Subordinated Units are evidenced by Certificates, may exchange such Certificates may not be transferred by for Certificates evidencing the Trustee except to a successor to the Depository; Common Units into which such Record Holder’s Subordinated Units converted, or (ii) ownership if the Subordinated Units are not evidenced by Certificates, shall be issued Certificates evidencing the Common Units into which such Record Holders’ Subordinated Units converted. With respect to any Membership Interests that are represented by physical certificates, the Managing Member may determine that such Membership Interests will no longer be represented by physical certificates and transfers of registration may, upon written notice to the holders of such Certificates on the books of the Depository shall be governed by Membership Interests and subject to applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feeslaw, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of take whatever actions it deems necessary or appropriate to cause such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed Membership Interests to be inconsistent if they are made with respect registered in book entry or global form and may cause such physical certificates to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participantscancelled or deemed cancelled. The Residual Certificates Managing Member shall have the power and the Private Certificates are initially Physical Certificates. If at any time the Holders of authority to make all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee other rules and the Seller will take such action regulations as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners deem expedient concerning the issue, transfer and registration or replacement of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresCertificates.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Class I Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee or the Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee and the Securities Administrator shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates and for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vi) the Trustee and the Securities Administrator may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Class I Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer interests in Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The Depository, the Seller Depository and the Trustee Depositor signing on behalf of the Issuing Entity have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Non-Offered Certificates (which are also Physical Certificates) and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of the related Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Non-Offered Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The DepositoryCompany may, the Seller and the Trustee have entered into a Depository Agreement dated as in its discretion, reflect ownership of the Closing Date (Shares through the "Depository Agreement")issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. Except for If the Residual CertificatesCompany elects to issue certificates, one or more certificates evidencing the Private Certificates and Shares shall be issued by the Individual Certificates and as provided Company in Subsection 5.01(b)Director’s name, or at the Certificates shall at all times remain registered option of the Company, in the name of a nominee of the Depository or its nominee Company, pursuant to which Director shall have voting rights and at shall be entitled to receive all timesdistributions unless and until the Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE XXXXXX XXXXXX, INC. STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXX XXXXXX, INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF XXXXXX XXXXXX, INC. Until the Forfeiture Restrictions have lapsed, (i) registration of such Certificates may Director shall not be transferred by entitled to delivery of the Trustee except to a successor to the Depository; stock certificate, (ii) ownership and transfers of registration of such Certificates on the books Company shall retain custody of the Depository shall be governed by applicable rules established by the Depository; stock certificate, and (iii) the Depository Director may collect its usual and customary feesnot sell, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners transfer, pledge, exchange, hypothecate or otherwise dispose of the respective Class Shares. A breach by Director of Certificates for purposes the terms and conditions of exercising this Agreement shall cause a forfeiture of the rights Shares by Director. Upon request of Certificateholders under the Committee, Director shall deliver to the Company a stock power, endorsed in blank, relating to the Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall deliver to Director a certificate without legend evidencing the vested Shares with respect to which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, and requests and directions the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for and votes such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such representative units. The Company shall not be deemed obligated to be inconsistent issue or deliver any shares of Stock if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and issuance or delivery thereof shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at constitute a violation of any time the Holders provision of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents law or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresany regulation of any governmental authority or any national securities exchange.

Certificates. (a) The a)The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The DepositoryOwnership of Shares shall be evidenced by certificates. Every Shareholder shall be entitled to receive a certificate, in such form as the Seller and Trustees shall from time to time approve, specifying the Trustee have entered into a Depository Agreement dated as number of Shares of the Closing Date (applicable class held by such Shareholder. Subject to Sections 3.6 and 3.14(c) hereof, such certificates shall be treated as negotiable and title thereto and to the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Shares represented thereby shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor delivery thereof to the Depository; (ii) ownership same extent in all respects as a dock certif- icate, and transfers the Shares represented thereby, of registration of a Maryland business corporation. Unless otherwise determined by the Trustee, such Certificates on the books of the Depository certificates shall be governed by applicable rules established signed by the Depository; (iii) Chairman, if any, or the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely President and shall be fully protected in relying upon information furnished countersigned by the Depository with respect to its Depository Participants. The Residual Certificates a transfer agent, and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more registered by a registrar if any, and such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as signatures may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made facsimile signatures in accordance with Section 2.10(d) hereof. There shall be filed with each transfer agent a copy of the procedures established form of certificate so approved by the Depository Participant Trustees, certified by the Chairman, President, or brokerage firm representing Secretary, and such Certificate Ownersform shall continue to be used unless and until the Trustees approve some other form. Each Depository Participant In furtherance of the provisions of Section 3.14(c) hereof, each certificate evidencing Shares shall only transfer Book-Entry Certificates of Certificate Owners it represents contain legends imprinted thereon to substantially the following effect or of brokerage firms for which it acts such other legend as agent in accordance with the Depository's normal proceduresTrustees may from time to time adopt: REFERENCE IS MADE TO THE DECLARATION OF TRUST OF THE TRUST FOR A STATEMENT OF ALL THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF EACH CLASS OR SERIES OF SHARES THAT THE TRUST IS AUTHORIZED TO ISSUE, THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES OF ANY PREFERRED OR SPICIAL CLASS OF SHARES IN SERIES, TO THE EXTENT THEY HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE TRUSTEES TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. ANY SUCH STATEMENT SMALL BE FURNISHED WITHOUT CHARGE ON REQUEST TO THE TRUST AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. IF NECESSARY TO EFFECT COMPLIANCE BY THE TRUST WITH REQUIREMENTS OF THE INTERNAL REVENUE CODE RELATING TO REAL ESTATE INVESTMENT TRUSTS, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE REDEEMED BY THE TRUST AND/OR THE TRANSFER THEREOF MAY BE PROHIBITED ALL UPON THE TERMS AND CONDITIONS SET FORTH IN THE DECLARATION OF TRUST. THE TRUST WILL FURNISH A COPY OF SUCH TERMS AND CONDITIONS TO THE REGISTERED HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement Agreements dated as of the Closing Date April 30, 1998 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedtrading. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of same day. Neither the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) Master Servicer nor the Trustee shall deal be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-3 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the Depository as representative order of receipt and the amounts of such Certificate Owners requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the respective Class of Certificates for purposes of exercising priorities described in Section 4.07(a) above). The Trustee shall notify the rights of Certificateholders under this AgreementClearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and requests subject to the priorities and directions for and votes of such representative shall not be deemed limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class A-3 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from FSA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-3 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-3 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-3 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date November 30, 2000 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, Certificates shall be issued at the Seller and the Trustee have entered into a Depository Agreement dated as request of the Closing Date (Subscriber. The details of each Certificate shall be provided on the "Depository Agreement")basis of a correctly completed Order. Except for The Certificates shall be issued together with technical components at a Registration Point run by a Partner or by CUZ Sigillum, at the Residual Certificates, time and place specified by the Private Certificates and Partner or by CUZ Sigillum or sent to the Individual Certificates and as provided address specified in Subsection 5.01(b), the Subject’s form. The Parties mutually agree that: the Certificates shall at all times remain registered be valid for the period specified therein; the Certificates may be suspended or revoked before the end of the validity period referred to in point 1. CUZ Sigillum shall suspend the Certificates, revoke suspension and revoke the Certificates in cases specified in the name Act, this Agreement and the relevant Policy; the Certificates issued shall be compliant with the relevant Certificate Profile referred to in the relevant Policies; if CUZ Sigillum has concluded with the Subscriber the Certification Services Agreement with the Subscriber covering the issuance of a Certificate for the Subjects, then the data of the Depository or its nominee and at all times: (i) registration of such Certificates may not Subscriber shall be transferred by provided in the Trustee except to a successor Certificate next to the Depository; (ii) ownership and transfers of registration of such Certificates on the books data of the Depository Subject at the request of the Subscriber; the Subscriber shall be governed informed by applicable rules established by CUZ Sigillum that the Depository; (iii) Certificate containing the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners data of the respective Class of Certificates for purposes of exercising Subscriber has been issued and may request that the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative Certificate be revoked. The Subject shall not be deemed entitled to be inconsistent claim any compensation from CUZ Sigillum if they are made the Certificate is revoked upon such request by the Subscriber. Subscriber’s obligations related to the use of the Certificates: the Subscriber shall immediately notify CUZ Sigillum of any change in data related to the Subscriber or the Subjects in a Certificate so that the Certificate is revoked and a new one containing up-to-date data is issued. If the Certification Services Agreement with respect the Subject has been concluded, then the Subscriber shall notify the Subject whenever a change is reported; whenever the Subject receives a Certificate assigned to different the agreement with the Subscriber, the Subscriber shall ensure that the accuracy of the data included therein is immediately checked. The Subscriber shall immediately notify CUZ Sigillum of any irregularities in the data related to the Subject or the Subscriber in the Certificate Owners; so that the Certificate is revoked and (v) a new one containing accurate data is generated. The correctness of the Trustee may rely and Certificate shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and checked before the Private Certificates are initially Physical CertificatesKey associated with the Certificate concerned is used for the first time, but not later than 7 days after the date of its receipt. If at any time After the Holders of all end of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates7-day deadline, the Trustee and Subject may lodge a complaint at a registration point run by a Partner or CUZ Sigillum, or to the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners e-mail address indicated in §8(1) of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresthis Agreement.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates and for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vvi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer interests in Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. Tenant agrees to execute and deliver from time to time within ten (10) days after written request by Landlord a certificate, to the extent true or except as otherwise set forth in the certificate, certifying that: (a) The Depository, the Seller and the Trustee have Tenant has entered into a Depository Agreement dated as occupancy of the Closing Date (Leased Premises and is presently open and conducting Tenant's business with the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered public in the name Leased Premises; (b) the amount of Base Rent payable by Tenant hereunder; (c) this Lease is in full force and effect and has not been assigned, modified, supplemented or amended; (d) neither Landlord nor Tenant is in default hereunder; (e) this Lease represents the Depository or entire agreement between Landlord and Tenant pertaining to the Leased Premises; (f) the Expiration Date; (g) all conditions under this Lease to be performed by Landlord have been satisfied; (h) no Rent has been paid more than thirty (30) days in advance of its nominee and at all times: due date; (i) registration no defense or offset currently exists or is claimed by Tenant against Landlord or against enforcement of this Lease by Landlord; (j) the address for notices to be sent to Tenant is as set forth in such certificate or at the Leased Premises; (k) Tenant will look only to Landlord for return of any deposit hereunder; (l) and such other certifications which might reasonably be required by Landlord. The certificate will also contain an agreement by Tenant with Holder that after the date of such Certificates may not be transferred by the Trustee except to a successor certificate, Tenant will not: pay any Rent more than thirty (30) days in advance of its due date; surrender or consent to the Depositorymodification, amendment or termination of this Lease by Landlord without the prior written consent of the Holder; or seek to terminate this Lease by reason of any default by Landlord until Tenant has given thirty (ii30) ownership and transfers of registration days prior written notice of such Certificates on the books default to Holder and such default shall not have been cured within a reasonable time after giving such notice. Tenant will furnish to Landlord from time to time when requested by Landlord a statement of the Depository shall be governed financial condition of Tenant prepared by applicable rules established by an independent, certified public accountant the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative chief financial officer of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed Tenant in form reasonably satisfactory to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresLandlord.

Certificates. (a) The DepositoryBuyers shall have received a certificate, signed by ------------ the Seller president or chief executive officer of each of DRCA and each of the Trustee have entered into a Depository Agreement Houston Asset Sellers and by Xxxxxxx and dated as of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesDate, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: certifying that (i) registration the representations and warranties of such Certificates may not be transferred by Sellers set forth herein are true and correct as of the Trustee except to a successor to the Depository; Closing Date, and (ii) ownership and transfers of registration of such Certificates on the books each Seller has performed all of the Depository obligations under this Agreement that were required to be performed prior to or at the Closing (except as performance may have been waived by Buyers prior to or at the Closing). Sellers shall be governed by applicable rules established have delivered to Buyers (i) assignments of the Contracts included in the Houston Assets, in form and substance reasonably satisfactory to Buyers, fully executed and acknowledged by the Depository; Houston Asset Sellers, conveying to Buyers all of the Houston Asset Sellers' interest in the Contracts, (ii) copies of resolutions duly adopted by the board of directors of DRCA and by the board of directors and by the shareholders of each of the Houston Asset Sellers authorizing and approving Sellers' performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents to be executed by Sellers as described herein, certified as true and of full force as of the Effective Time, by the president and secretary of the respective Sellers, (iii) certificates of incumbency for the Depository may collect its usual respective officers of the respective Sellers executing this Agreement or making certifications pursuant hereto dated as of the Closing Date, in form and customary feessubstance reasonably satisfactory to Buyers, charges and expenses from its Depository Participants; (iv) certificates of existence and good standing (to the Trustee shall deal with the Depository as representative extent applicable) of such Certificate Owners PhysiCare, Little Rock PA, DRCA and each of the respective Class of Certificates for purposes of exercising Houston Asset Sellers from the rights of Certificateholders under this Agreementstate in which it is incorporated or organized, and requests and directions for and votes of such representative shall not be deemed dated no later than ten (10) business days prior to be inconsistent if they are made with respect to different Certificate Owners; and the Closing Date, (v) copies of the Trustee may rely articles of incorporation and bylaws of each of PhysiCare and Little Rock PA, certified as true, correct, and complete as of the Closing Date by the president and the secretary of each such entity, and (vi) such other customary instruments, documents, and certificates reasonably satisfactory to Buyers as shall be fully protected necessary to carry out the intent and effectuate the purposes of this Agreement and sufficient to vest in relying upon information furnished by Buyers good, valid, and marketable title to the Depository with respect to its Depository Participants. The Residual Certificates PhysiCare Stock, the Little Rock PA Stock, and the Private Certificates are initially Physical Certificates. If at any time the Holders Houston Assets, free and clear of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresEncumbrances.

Certificates. (a) The Depository, the Seller Grantor Trust and the Trustee [___________________], in its capacity as agent, have entered into a Depository Agreement dated as of the Closing Date [__________] (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such the Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such the Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. 4.1 Issuance of Certificates Representing Nuran Securities At or immediately following the Effective Time, Nuran shall deposit with the Nuran Transfer Agent, for the benefit of the Holders of NUTAQ Shares who will receive Nuran Securities in connection with the Amalgamation, certificates representing the maximum number of Nuran Securities that are issuable in connection with the Amalgamation. Upon surrender to the Transfer Agent for transfer to Nuran of a certificate which immediately prior to or upon the Effective Time represents NUTAQ Shares in respect of which the Holder is entitled to receive Nuran Shares in connection with the Amalgamation, together with a duly completed NUTAQ Letter of Transmittal (a) The Depositoryconfirming that the holder is waiving all NUTAQ Dissent Rights), and such other documents and instruments as would have been required to effect the transfer of the securities formerly represented by such certificate under the CBCA and the by-laws of NUTAQ, the Seller holder of such surrendered certificate shall be entitled to receive in exchange therefor, and after the Trustee have entered into Effective Time the Transfer Agent shall deliver to such Holder, a Depository Agreement dated as certificate representing that number of Nuran Shares which such Holder has the Closing Date (right to receive and any certificates so surrendered shall forthwith be cancelled. No dividends and distributions will be payable to Holders of certificates in respect of NUTAQ Shares. In the "Depository Agreement"). Except for event of a transfer of ownership of NUTAQ Securities that was not registered in the Residual Certificatesapplicable securities register of NUTAQ, a certificate representing the Private Certificates and proper number of Nuran Shares may be issued to the Individual Certificates and transferee if the certificate representing such NUTAQ Shares is presented to the Nuran Transfer Agent as provided in Subsection 5.01(b)above, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered, as contemplated by this Section 4.1, each certificate which immediately prior to or upon the Certificates Effective Time represented one or more NUTAQ Shares under the Amalgamation, that were exchanged for Nuran Shares pursuant to Section 2.6, shall be deemed at all times remain registered in after the name Effective Time, to represent only the right to receive upon such surrender a certificate representing that number of Nuran Shares which such Holder has the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except right to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresreceive.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The Trust shall be deemed to consist of two sub-trusts, one with respect to each of the Residual Certificates, Group I and Group II Loans. The assets of the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trustee to secure a debt or brokerage firm representing such Certificate Ownersother obligation of the Company. Each Depository Participant shall only transfer Book-Entry Certificates However, in the event that, notwithstanding the intent of Certificate Owners it represents the parties, the Conveyed Assets are held to be the property of the Company, or of brokerage firms if for which it acts as agent any other reason this Agreement is held or deemed to create a security interest in accordance with the Depository's normal procedures.Conveyed Assets, then

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The Trust shall be deemed to consist of four sub-trusts, one with respect to each of the Residual CertificatesGroup I, Group II, Group III and Group IV Loans. The assets of the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant or brokerage firm representing Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate OwnersAccount the Clipper Mortgage Loan Purchase Amount. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures.execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and time stamp such request and forward such request to the Trust Administrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-4 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the Trustee have entered into a Depository Agreement dated as amounts of such requests. The Clearing Agency will honor requests for distributions in the Closing Date order of their receipt (subject to the "Depository Agreement"priorities described in Section 4.07(a) above). Except for The Trust Administrator shall notify the Residual Certificates, the Private Certificates Clearing Agency and the Individual Certificates and appropriate Clearing Agency Participants as provided in Subsection 5.01(b), the Certificates to which requests should be honored on each Distribution Date. Requests shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred honored by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures established to be followed by the Depository Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-4 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-4 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or brokerage firm representing Clearing Agency Indirect Participant that maintains such Certificate OwnersBeneficial Owner's account. Each Depository In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant shall only transfer Book-Entry must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Class A Principal Balance of Class A-4 Certificates on such Distribution Date. In the event any requests for distributions in reduction of Certificate Owners it represents or the principal balance of brokerage firms Class A-4 Certificates are rejected by the Trust Administrator for which it acts as agent in accordance failure to comply with the Depository's normal proceduresrequirements of this Section 4.07, the Trust Administrator shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the reason for such rejection.

Certificates. Certificates for Common Shares which become outstanding (awhether upon issuance in connection with the Merger, issuance out of authorized but unissued Common Shares, issuance out of treasury or transfer or exchange of outstanding Common Shares) The Depositoryat or after the Effective Time but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the Seller following legend: This certificate also evidences and entitles the Trustee have entered into a Depository holder hereof to certain rights as set forth in an Agreement between Promus Hotel Corporation (the "Company") and First Union National Bank, as Rights Agent, dated as of December ___, 1997, as the Closing Date same may be amended from time to time (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates terms of which are hereby incorporated herein by reference and a copy of which is on file at the Individual Certificates principal executive offices of the Company. Under certain circumstances, as set forth in the Agreement, such Rights will be evidenced by separate certificates and as provided in Subsection 5.01(bwill no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. AS DESCRIBED IN THE AGREEMENT, RIGHTS WHICH ARE OWNED BY, TRANSFERRED TO OR HAVE BEEN OWNED BY ACQUIRING PERSONS OR ASSOCIATES OR AFFILIATES THEREOF (AS DEFINED IN THE AGREEMENT) SHALL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier Expiration Date), the Certificates Rights associated with the Common Shares represented by such certificates shall at all times remain registered in be evidenced by such certificates alone, and the name surrender for transfer of any such certificates, except as otherwise provided herein, shall also constitute the transfer of the Depository Rights associated with the Common Shares represented thereby. In the event that the Company purchases or its nominee acquires any Common Shares after the Effective Time but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and at all times: (i) registration of such Certificates may retired so that the Company shall not be transferred by the Trustee except entitled to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal exercise any Rights associated with the Depository as representative Common Shares which are no longer outstanding. Notwithstanding this Section 3.3, the omission of such Certificate Owners a legend shall not affect the enforceability of the respective Class any part of Certificates for purposes of exercising this Agreement or the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all holder of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresRights.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date _____________, 2000 (the "Depository Agreement"). Except for the Residual Certificate, the Class X Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates Class X Certificates, the Class R Certificate and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Book- Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates and the owners of the Bankruptcy and Extraordinary Expense Reserve Fund and the Expense Account, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the Trust Fund to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the Trust Fund. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the Trust Fund by the Company to the Trustee to secure a debt or brokerage firm representing such Certificate Ownersother obligation of the Company. Each Depository Participant shall only transfer Book-Entry Certificates However, in the event that, notwithstanding the intent of Certificate Owners it represents the parties, the Trust Fund is held to be the property of the Company, or of brokerage firms if for which it acts as agent any other reason this Agreement is held or deemed to create a security interest in accordance with the Depository's normal procedures.Trust Fund, then

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date December 28, 2000 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The DepositoryCertificates are designated as the Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP4 and are issued in the Classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Seller and the Trustee have entered into a Depository Agreement dated as Certificateholder by virtue of the Closing acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Depository AgreementRecord Date"). Except All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the Residual Certificatespayment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the Private Certificates final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the Individual modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and as Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in Subsection 5.01(b)the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates shall at all times remain are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the Depository book-entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer and the Certificate Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent to make payments to the Certificateholders as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or its nominee and at all times: tax reporting) shall terminate on the earliest of (i) registration the later of such Certificates may not be transferred by (A) the Trustee except to a successor to final payment or other liquidation of the Depository; last Mortgage Loan remaining in the Trust and (B) the disposition of all REO Property or (ii) ownership and transfers of registration of such Certificates on the books sale of the Depository shall be governed by applicable rules established property held by the Depository; Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners termination of the respective Class Trust pursuant to Section 10.1(c) of Certificates for purposes the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of exercising 21 years from the rights death of Certificateholders under this Agreementthe last survivor of the descendants of Xxxxxx X. Xxxxxxx, and requests and directions for and votes the late Ambassador of such representative shall not be deemed the United States to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by Court of St. Xxxxx, living on the Depository with respect to its Depository Participantsdate hereof. The Residual Certificates parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Private Certificates are initially Physical Certificates. If at Mortgage Loans and any time other property remaining in the Holders of all Trust and cause the termination of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Trust in accordance with the procedures established by requirements set forth in the Depository Participant or brokerage firm representing such Certificate OwnersPooling and Servicing Agreement. Each Depository Participant shall only transfer Book-Entry Upon termination of the Trust and payment of the Certificates and of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance all administrative expenses associated with the Depository's normal proceduresTrust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Certificates. (a) The DepositoryMembership Units shall be represented by a certificate or certificates, setting forth upon the Seller and face thereof that the Trustee have entered into Operating Company is a Depository Agreement dated as limited liability company formed under the laws of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesState of Delaware, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository Person to which it is issued, the type of Membership Unit represented (e.g., Common Membership Units or its nominee Preferred Membership Units) and at all times: (i) registration the number of such Certificates may not Membership Units represented. Such certificates shall be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on entered in the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository Operating Company as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely issued, and shall be fully protected in relying upon information furnished signed by the Depository with respect CEO of the Operating Company. Upon any Transfer of Membership Units permitted under this Agreement (other than a pledge permitted under Section 4.1.2, the transferring Member shall request the Operating Company to its Depository Participants. The Residual Certificates (i) issue to the transferee a certificate representing the number of Membership Units so Transferred and (ii) surrender to the Operating Company the existing certificate and the Private Certificates are initially Physical Certificates. If at any time Operating Company shall issue to the Holders of all of transferring Member certificates representing the Certificates of one or more remaining Membership Units, if any, held by such Classes request that the Trustee cause transferring Member after taking into account such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedTransfer. All transfers by Certificate Owners of such respective Classes of Bookcertificates representing Membership Units (unless registered under the Securities Act), shall bear the following legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE COMPANY HAS RECEIVED SUCH ASSURANCES AS THE COMPANY MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF COUNSEL. ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF A STOCKHOLDERS’ AGREEMENT BETWEEN SK-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate OwnersEARTHLINK MANAGEMENT CORP. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresAND THE STOCKHOLDERS SET FORTH THEREIN AND A LIMITED LIABILITY COMPANY AGREEMENT BETWEEN HELIO LLC AND THE MEMBERS NAMED THEREIN, EACH DATED THE 24th DAY OF MARCH, 2005. A COPY OF THE STOCKHOLDERS’ AGREEMENT AND THE LIMITED LIABILITY COMPANY AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BECOME BOUND BY THE STOCKHOLDERS’ AGREEMENT AND LIMITED LIABILITY COMPANY AGREEMENT.

Certificates. (a) The Depository, the Seller and the Trustee ------------ have entered into a Depository Agreement dated as of the Closing Date June 30, 1997 (the "Depository Agreement"). Except for the Residual Physical Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Book- Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of the Closing Date January 28, 2005 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of same day. Neither the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) Master Servicer nor the Trustee shall deal be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-7 or Class A-18 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the Depository as representative order of receipt and the amounts of such Certificate Owners requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the respective Class of Certificates for purposes of exercising priorities described in Section 4.07(a) above). The Trustee shall notify the rights of Certificateholders under this AgreementClearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and requests subject to the priorities and directions for and votes of such representative shall not be deemed limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class A-7 Certificates or Individual Class A-18 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Ambac or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-7 or Class A-18 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-7 or Class A-18 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-7 or Class A-18 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of same day. Neither the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) Master Servicer nor the Trustee shall deal be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-6 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the Depository as representative order of receipt and the amounts of such Certificate Owners requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the respective Class of Certificates for purposes of exercising priorities described in Section 4.07(a) above). The Trustee shall notify the rights of Certificateholders under this AgreementClearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and requests subject to the priorities and directions for and votes of such representative shall not be deemed limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from FSA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-6 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-6 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-6 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

Certificates. Certificates for the shares purchased pursuant to Sections 1.01 and 1.02 shall be delivered to the Holder within two (a2) The Depositorybusiness days after the rights represented by this Warrant shall have been so exercised (which exercise shall be deemed to occur on the date on which this Warrant, the Seller together with a duly executed Subscription Form and the Trustee have entered into a Depository Agreement dated as full payment of the Closing Date Exercise Price, whether in cash or by Net Issue Exercise, are delivered to the Company at its principal offices (the "Depository AgreementDate of Exercise"). Except for ), by the Residual Certificatestransfer agent of the Company either (i) by crediting the account in the Holder's name held at the Holder's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission ("DWAC") system if the Company is then a participant in such system or (ii) if the Company is not then a participant in such system, the Private Certificates Warrant Shares are not issuable without restrictive legend or Holder so elects ,by physical delivery to the address specified by Holder on the Subscription Form, and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered a new Warrant in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may Holder representing the rights, if any, that shall not be transferred by the Trustee except to a successor have been exercised prior to the Depository; (ii) ownership and transfers Expiration Date with respect to this Warrant shall also be delivered to such Holder within such time, with such new Warrant to be identical in all other respects to this Warrant. The Holder shall for all purposes be deemed to have become the holder of registration record of such Certificates the Warrant Shares on the date this Warrant was exercised (the date the Holder has fully complied with the requirements of Section 1.01), irrespective of the date of delivery of the certificate or certificates representing the Warrant Shares; provided that, if the date such exercise is made is a date when the stock transfer books of the Depository Company are closed, such person shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they have become the holder of record of the Warrant Shares at the close of business on the next succeeding date on which the stock transfer books are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participantsopen. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at term "Warrant," as used herein, includes any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as Warrants into which this Warrant may be reasonably required to cause the Depository to accept such Class divided or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates combined and any Global Certificates shall be made in accordance with subsequent Warrants issued upon the procedures established by the Depository Participant transfer or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents exchange or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresreissuance upon loss hereof.

Certificates. (a) The DepositoryAs provided in the Agreement and subject to certain limitations therein set forth, the Seller and the Trustee have entered into a Depository Agreement dated as transfer of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered this Class A-1 Certificate is registrable in the name Certificate Register upon surrender of the Depository or its nominee and at all times: (i) this Class A-1 Certificate for registration of such Certificates may not be transferred transfer at the offices or agencies maintained by the Trustee except in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Class A-1 Certificates of authorized denominations evidencing the same aggregate interest in the Trust will take such action be issued to the designated transferee. The Class A-1 Certificates are issuable only as registered Class A-1 Certificates without coupons in denominations of $1,000 and integral multiples thereof; provided, however, that one Class A-1 Certificate may be reasonably issued in a denomination that represents any residual amount and that such Class A-1 Certificate shall be retained by the Depositor. As provided in the Agreement and subject to certain limitations therein set forth, Class A-1 Certificates are exchangeable for new Class A-1 Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charges payable in connection therewith. The Trustee, the Certificate Registrar, and any agent of the Trustee or the Certificate Registrar may treat the person in whose name this Class A-1 Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities to the Class A-1 Certificateholders created by the Agreement and the Trust created thereby shall terminate upon the payment to Class A-1 Certificateholders of all amounts required to be paid to them pursuant to the Agreement and the disposition of all property held as part of the Trust. The holder of the Class IC Certificate may at its option cause the Depository Trustee to accept sell the corpus of the Trust at a price not to be less than the price specified in the Agreement, and such sale of the Receivables and other property of the Trust may effect early retirement of the Class A-1 Certificates; however, such right is exercisable only as of a Record Date as of which the Certificate Balance is less than or Classes for trading if it may legally be so tradedequal to 10% of the original aggregate principal balance of the Receivables and the Notional Principal Amount has been reduced to zero. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates No recourse shall be made had for the payment of the principal of or interest on this Certificate, or for any claim based hereon, or otherwise in accordance with respect hereof, or based on or in respect of the procedures established Agreement, against any incorporator, stockholder, officer or director, as such, past, present, or future, of the Depositor or Servicer or of any successor at law or by the Depository Participant enforcement of any assessment or brokerage firm representing penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. Although this Class A-1 Certificate Ownerssummarizes certain provisions of the Agreement, this Class A-1 Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. Each Depository Participant In the event of any inconsistency or conflict between the terms of this Class A-1 Certificate and the terms of the Agreement, the terms of the Agreement shall only transfer Book-Entry Certificates control. By acceptance of Certificate Owners it represents or this Certificate, the holder agrees to be bound by the foregoing provisions and the terms of brokerage firms for which it acts the Tax Partnership Agreement included as agent in accordance with an annex to the Depository's normal proceduresAgreement.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryon a form required by the Clearing Agency and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of same day. Neither the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) Master Servicer nor the Trustee shall deal be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-8 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Subclass, together with the Depository as representative order of receipt and the amounts of such Certificate Owners requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the respective Class of Certificates for purposes of exercising priorities described in Section 4.07(a) above). The Trustee shall notify the rights of Certificateholders under this AgreementClearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and requests subject to the priorities and directions for and votes of such representative shall not be deemed limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class A-8 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-8 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Class A Subclass Principal Balance of Class A-8 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-8 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of same day. Neither the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) Master Servicer nor the Trustee shall deal be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-3 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the Depository as representative order of receipt and the amounts of such Certificate Owners requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the respective Class of Certificates for purposes of exercising priorities described in Section 4.07(a) above). The Trustee shall notify the rights of Certificateholders under this AgreementClearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and requests subject to the priorities and directions for and votes of such representative shall not be deemed limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class A-3 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Ambac or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-3 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-3 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-3 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

Certificates. (a) The Depository, All of the Seller shares of Company Stock converted into the right to receive the Per Share Merger Consideration pursuant to this Article II shall no longer be outstanding and the Trustee have entered into a Depository Agreement dated shall automatically be cancelled and shall cease to exist as of the Closing Date Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book entry account statements relating to the "Depository Agreement"). Except for ownership of shares of Company Stock) previously representing any such shares of Company Stock shall thereafter represent only the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: right to receive (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; Per Share Merger Consideration in accordance with, and subject to, this Article II, (ii) ownership cash in lieu of fractional shares of Parent Common Stock which the shares of Company Stock represented by such Old Certificate have been converted into the right to receive pursuant to Section 2.02 and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; Section 2.09(d)(v), without any interest thereon and (iii) any dividends or distributions which the Depository may collect its usual and customary feesholder thereof has the right to receive pursuant to Section 2.09(d)(ii). Old Certificates previously representing shares of Company Stock shall be exchanged for evidence of shares in book entry form or at Parent’s option, charges and expenses from its Depository Participants; certificates (iv) the Trustee shall deal collectively with the Depository shares in book entry form referred to herein as representative “New Certificates”), representing the applicable Per Share Stock Amount payable to holders of Outstanding Common Shares (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) or the applicable amount of the Per Share Cash Amount upon the surrender of such Certificate Owners Old Certificates in accordance with Section 2.09(d), without any interest thereon. If, prior to the Effective Time and permitted hereunder, the outstanding shares of the respective Class Parent Common Stock or Company Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of Certificates for purposes shares or securities, in any such case as a result of exercising the rights of Certificateholders under this Agreementa reorganization, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates any extraordinary dividend or distribution, then an appropriate and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates proportionate adjustment shall be made in accordance with to the procedures established Per Share Cash Amount and the Per Share Stock Amount to give holders of Outstanding Common Shares and holders of Vested Company Stock Options the same economic effect as contemplated by the Depository Participant or brokerage firm representing this Agreement prior to such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresevent.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates and the Global Certificates for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates and the Global Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vvi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer interests in Book-Entry Certificates or Global Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date January 28, 2000 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The DepositoryCertificates are designated as the Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP10 and are issued in the Classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Seller and the Trustee have entered into a Depository Agreement dated as Certificateholder by virtue of the Closing acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 13th day of each month or, if such 13th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Depository AgreementRecord Date"). Except All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the Residual Certificatespayment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the Private Certificates final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the Individual modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and as Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in Subsection 5.01(b)the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates shall at all times remain are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the Depository book-entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer and the Certificate Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent to make payments to the Certificateholders as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or its nominee and at all times: tax reporting) shall terminate on the earliest of (i) registration the later of such Certificates may not be transferred by (A) the Trustee except to a successor to final payment or other liquidation of the Depository; last Mortgage Loan remaining in the Trust and (B) the disposition of all REO Property or (ii) ownership and transfers of registration of such Certificates on the books sale of the Depository shall be governed by applicable rules established property held by the Depository; Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners termination of the respective Class Trust pursuant to Section 10.1(c) of Certificates for purposes the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of exercising 21 years from the rights death of Certificateholders under this Agreementthe last survivor of the descendants of Xxxxxx X. Xxxxxxx, and requests and directions for and votes the late Ambassador of such representative shall not be deemed the United States to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by Court of St. Xxxxx, living on the Depository with respect to its Depository Participantsdate hereof. The Residual Certificates parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Private Certificates are initially Physical Certificates. If at Mortgage Loans and any time other property remaining in the Holders of all Trust and cause the termination of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Trust in accordance with the procedures established by requirements set forth in the Depository Participant or brokerage firm representing such Certificate OwnersPooling and Servicing Agreement. Each Depository Participant shall only transfer Book-Entry Upon termination of the Trust and payment of the Certificates and of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance all administrative expenses associated with the Depository's normal proceduresTrust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vvi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes of Private Certificates request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date June 30, 1999 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Depository, Trustee shall have no duty to review or otherwise determine the Seller adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee have entered into a Depository under the Clipper Loan Sale Agreement dated as and the Protective Transfer Agreement shall become part of the Closing Date (Trust Fund. The Trustee hereby accepts the "Depository Agreement"). Except Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the Residual Certificates, benefit of the Private Certificates Holders of the REMIC I Regular Interests and the Individual Class R-1 Certificates and issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in Subsection 5.01(b)this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Certificates shall at all times remain registered PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the name of the Depository or its nominee and at all times: PNC Conveyed Assets, then (ia) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository this Agreement shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Ownersa security agreement; and (vb) the Trustee may rely and Conveyance provided for in this Section 2.01 shall be fully protected in relying upon information furnished deemed to be a grant by the Depository with respect Company to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders Trustee of a security interest in all of the Certificates of one Company's right, title, and interest, whether now owned or more such Classes request that the Trustee cause such Class to become Global Certificateshereafter acquired, the Trustee in and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.to: