Common use of Description of the Certificates Clause in Contracts

Description of the Certificates. The Certificates have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Pooling and Servicing Agreement (or will have been so authorized prior to the issuance of the Certificates), and the Certificates and the Class F, Class G, Class H, Class J, Class K, Class L, Class R-I, Class R-II and Class R-III Certificates when duly authorized, executed, issued, authenticated and delivered pursuant to the provisions of this Agreement, the Certificate Purchase Agreement (the "Certificate Purchase Agreement") of even date herewith between the Company and MLPF&S, and the Pooling and Servicing Agreement against payment of the consideration therefor in accordance with this Agreement and the Certificate Purchase Agreement, will be validly issued and outstanding and shall be entitled to the benefits of the Pooling and Servicing Agreement, except as the enforceability thereof may be limited by the effect of (a) bankruptcy, reorganization insolvency, moratorium or other similar laws effecting creditors' rights generally and (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The description of the Certificates in the Prospectus conforms or will conform in all material respects with the terms thereof and will be in substantially the respective forms to be filed on Form 8-K within 15 days after the Closing Time and incorporated by reference, as the case may be, as exhibits to the Registration Statement.

Description of the Certificates. The Certificates have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Pooling and Servicing Agreement (or will have been so authorized prior to the issuance of the Certificates), and the Certificates and the Class F, Class G, Class H, Class J, Class K, Class L, Class M, Grantor Trust, Class R-I, Class R-II and Class R-III Certificates when duly authorized, executed, issued, authenticated and delivered pursuant to the provisions of this Agreement, the Certificate Purchase Agreement (the "Certificate Purchase Agreement") of even date herewith between the Company and MLPF&Sthe Underwriters, and the Pooling and Servicing Agreement against payment of the consideration therefor in accordance with this Agreement and the Certificate Purchase Agreement, will be validly issued and outstanding and the holders thereof shall be entitled to the benefits of the Pooling and Servicing Agreement, except as the enforceability thereof may be limited by the effect of (a) bankruptcy, reorganization insolvency, moratorium or other similar laws effecting creditors' rights generally and (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The description of the Certificates in the Prospectus conforms or will conform in all material respects with the terms thereof and will be in substantially the respective forms to be filed on Form 8-K within 15 days after the Closing Time and incorporated by reference, as the case may be, as exhibits to the Registration Statement.