Common use of Pooling and Servicing Agreement Clause in Contracts

Pooling and Servicing Agreement. As the Holder of a residual interest in the Issuing REMIC, the Holder of a Class R Certificate will have continuing administrative rights and obligations generally similar to those of a partner with respect to its partnership. Such rights and obligations principally concern the REMICs' federal income tax and information returns and the representation of the REMICs in administrative or judicial proceedings involving the Internal Revenue Service. The TMP, however, will act on behalf of the Holders of the Class R Certificates as the REMICs' representative for such proceedings. The REMICs' federal tax and information returns will be prepared by the TMP, and signed and filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the TMP is unable for any reason to fulfill its duties as TMP, then the Holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall become the successor TMP for the REMICs; provided, however, that in no event shall the Trustee be required to act as TMP (regardless of whether the Trustee is acting as successor Servicer). By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of either REMIC and (ii) refrain from taking any action that could endanger such status. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer and the Trustee and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing at least a majority of the Voting Rights of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Rights as specified in the Pooling and 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 or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration or transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Trustee and 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. The Certificates of this Class are issuable in fully-registered, certificated form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 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 Trustee 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. Further, no transfer of a Class R Certificate shall be made unless and until the prospective transferee provides the Servicer and the Trustee with a properly executed and completed Benefit Plan Affidavit (and a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (and Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor without delivery of a Benefit Plan Opinion shall be null and void. In addition, the Trustee shall not register any transfer of a Class R Certificate (including any beneficial interest therein) without first obtaining the written consent of the Servicer. The Servicer will not give such consent to any proposed transfer or sale to any investor that the Servicer knows to be a Disqualified Organization. As prerequisites to the Servicer's consent to any transfer of a Class R Certificate (or any beneficial interest therein), the proposed transferee thereof must provide the Servicer with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to a transfer, but only to the extent necessary to avoid a risk of (i) disqualification of either REMIC as a REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the Servicer shall not give its consent to the transfer of less than an entire interest in a Class R Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense that the transfer will not jeopardize the REMIC status If a tax or a reporting cost is borne by either REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Trustee (or the Paying Agent), upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon payment to the Holders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Pooling and Servicing Agreement following the earlier of (a) the final payment or other liquidation (or any Advance with respect thereto) of the last Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the Residual Majority may, at their respective options, make a Terminating Purchase or cause a Terminating Purchase to be made on or after the Distribution Date on which the sum of the Certificate Principal Balances of the Certificates is less than 10% of the sum of the original Certificate Principal Balances of the Certificates, or (ii) the Servicer may, at its option, make a Terminating Purchase or cause a Terminating Purchase to be made if the Servicer determines, based upon an Opinion of Counsel, that the REMIC status of either REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. After a Terminating Purchase, the Termination Price shall be applied to pay previously unreimbursed Advances and administrative expenses of the Trust and to make final distributions on the Certificates as described in the Pooling and Servicing Agreement, and thereafter any remaining assets of the Trust shall be released to the Holders of the Residual Certificates (or shall be sold, with the proceeds of such sale distributed to the Holders of the Residual Certificates), as described in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 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. It is expressly understood and agreed by the holder hereto that (a) this Certificate is executed and delivered by Harrxx Xxxst and Savings Bank, not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings

Pooling and Servicing Agreement. As the Holder of a residual interest in the Issuing REMICREMICs, the Holder of a Class R Certificate will have continuing administrative rights and obligations generally similar to those of a partner with respect to its partnership. Such rights and obligations principally concern the REMICs' federal income tax and information returns and the representation of the REMICs in administrative or judicial proceedings involving the Internal Revenue Service. The TMP, however, will act on behalf of the Holders of the Class R Certificates as the REMICs' representative for such proceedings. The REMICs' federal tax and information returns will be prepared by the TMP, and signed and filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the TMP is unable for any reason to fulfill its duties as TMP, then the Holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall become the successor TMP for the REMICs; provided, however, that in no event shall the Trustee be required to act as TMP (regardless of whether the Trustee is acting as successor Servicer). By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of either REMIC and (ii) refrain from taking any action that could endanger such status. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer and the Trustee and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing at least a majority of the Voting Rights of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Rights as specified in the Pooling and 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 or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration or transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Trustee and 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. The Certificates of this Class are issuable in fully-registered, certificated form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 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 Trustee 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. Further, no transfer of a Class R Certificate shall be made unless and until the prospective transferee provides the Servicer and the Trustee with a properly executed and completed Benefit Plan Affidavit (and a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (and Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor without delivery of a Benefit Plan Opinion shall be null and void. In addition, the Trustee shall not register any transfer of a Class R Certificate (including any beneficial interest therein) without first obtaining the written consent of the Servicer. The Servicer will not give such consent to any proposed transfer or sale to any investor that the Servicer knows to be a Disqualified Organization. As prerequisites to the Servicer's consent to any transfer of a Class R Certificate (or any beneficial interest therein), the proposed transferee thereof must provide the Servicer with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to a transfer, but only to the extent necessary to avoid a risk of (i) disqualification of either REMIC as a REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the Servicer shall not give its consent to the transfer of less than an entire interest in a Class R Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense that the transfer will not jeopardize the REMIC status E-6 63 of either REMIC. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee. If a tax or a reporting cost is borne by either REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Trustee (or the Paying Agent), upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon payment to the Holders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Pooling and Servicing Agreement following the earlier of (a) the final payment or other liquidation (or any Advance with respect thereto) of the last Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the Residual Majority may, at their respective options, make a Terminating Purchase or cause a Terminating Purchase to be made on or after the Distribution Date on which the sum of the Certificate Principal Balances of the Certificates is less than 10% of the sum of the original Certificate Principal Balances of the Certificates, or (ii) the Servicer may, at its option, make a Terminating Purchase or cause a Terminating Purchase to be made if the Servicer determines, based upon an Opinion of Counsel, that the REMIC status of either REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. After a Terminating Purchase, the Termination Price shall be applied to pay previously unreimbursed Advances and administrative expenses of the Trust and to make final distributions on the Certificates as described in the Pooling and Servicing Agreement, and thereafter any remaining assets of the Trust shall be released to the Holders of the Residual Certificates (or shall be sold, with the proceeds of such sale distributed to the Holders of the Residual Certificates), as described in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 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. It is expressly understood and agreed by the holder hereto that (a) this Certificate is executed and delivered by Harrxx Xxxst and Savings Bank, not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakingsundertakings E-7 64 and agreements herein made on the part of the Trust are made and intended not as personal representations, undertakings and agreements by Harrxx Xxxst and Savings Bank, but are made and intended for the purposes of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Harrxx Xxxst and Savings Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the holder hereto and by any person claiming by, through or under such holder, and (d) under no circumstances shall Harrxx Xxxst and Savings Bank be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Certificate.

Pooling and Servicing Agreement. As the Holder of a residual interest in the Issuing Pooling REMIC, the Holder of a Class R Certificate will have continuing administrative rights and obligations generally similar to those of a partner with respect to its partnership. Such rights and obligations principally concern the REMICs' federal income tax and information returns and the representation of the REMICs in administrative or judicial proceedings involving the Internal Revenue Service. The TMP, however, will act on behalf of the Holders of the Class R Certificates as the REMICs' representative for such proceedings. The REMICs' federal tax and information returns will be prepared by the TMP, and signed and filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the TMP is unable for any reason to fulfill its duties as TMP, then the Holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall become the successor TMP for the REMICs; provided, however, that in no event shall the Trustee be required to act as TMP (regardless of whether the Trustee is acting as successor Servicer). By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of either REMIC and (ii) refrain from taking any action that could endanger such status. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer and the Trustee and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing at least a majority of the Voting Rights of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Rights as specified in the Pooling and 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 or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration or transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Trustee and 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. The Certificates of this Class are issuable in fully-registered, certificated form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 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 Trustee 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. No transfer of any Class R Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that a transfer is to be made without registration or qualification under the Act and applicable state securities laws, the Trustee shall not register such transfer unless and until the prospective transferee provides the Trustee with a Transferee Agreement or a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A Agreements are attached to the Pooling and Servicing Agreement. In addition, if the proposed transferee delivers a Rule 144A Agreement that does not certify to facts that, if true, would mean that the proposed transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption relied upon and (ii) if such transfer is made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee may also require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor the Servicer is obligated to register or qualify any of the Class R Certificates under the Act or any other securities law or take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee and the Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Further, no transfer of a Class R Certificate shall be made unless and until the prospective transferee provides the Servicer and the Trustee with a properly executed and completed Benefit Plan Affidavit (and a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (and Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor without delivery of a Benefit Plan Opinion shall be null and void. In addition, the Trustee shall not register any transfer of a Class R Certificate (including any beneficial interest therein) without first obtaining the written consent of the Servicer. The Servicer will not give such consent to any proposed transfer or sale to any investor that the Servicer knows to be a Disqualified Organization. As prerequisites to the Servicer's consent to any transfer of a Class R Certificate (or any beneficial interest therein), the proposed transferee thereof must provide the Servicer with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to a transfer, but only to the extent necessary to avoid a risk of (i) disqualification of either REMIC as a REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the Servicer shall not give its consent to the transfer of less than an entire interest in a Class R Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense that the transfer will not jeopardize the REMIC status of either REMIC. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee. If a tax or a reporting cost is borne by either REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Trustee (or the Paying Agent), upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon payment to the Holders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Pooling and Servicing Agreement following the earlier of (a) the final payment or other liquidation (or any Advance with respect thereto) of the last Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the Residual Majority may, at their respective optionsits option, make a Terminating Purchase or cause a Terminating Purchase to be made on or after the Distribution Date on which the sum of the Certificate Principal Balances of the Certificates is less than 10or equal to 15% of the sum of the original Certificate Principal Balances of the Certificates, or (ii) the Servicer may, at its option, make a Terminating Purchase or cause a Terminating Purchase to be made if the Servicer determines, based upon an Opinion of Counsel, that the REMIC status of either REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. After a Terminating Purchase, the Termination Price shall be applied to pay previously unreimbursed Advances and administrative expenses of the Trust and to make final distributions on the Certificates as described in the Pooling and Servicing Agreement, and thereafter any remaining assets of the Trust shall be released to the Holders of the Residual Certificates (or shall be sold, with the proceeds of such sale distributed to the Holders of the Residual Certificates), as described in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 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. It is expressly understood and agreed by the holder hereto that (a) this Certificate is executed and delivered by Harrxx Xxxst Xxxxxx Trust and Savings Bank, not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakingsundertakings and agreements herein made on the part of the Trust are made and intended not as personal representations, undertakings and agreements by Xxxxxx Trust and Savings Bank, but are made and intended for the purposes of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Xxxxxx Trust and Savings Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the holder hereto and by any person claiming by, through or under such holder, and (d) under no circumstances shall Xxxxxx Trust and Savings Bank be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Certificate.

Pooling and Servicing Agreement. As the Holder of a residual interest in the Issuing REMIC, the Holder of a Class R Certificate will have continuing administrative rights and obligations generally similar to those of a partner with respect to its partnership. Such rights and obligations principally concern the REMICs' federal income tax and information returns and the representation of the REMICs in administrative or judicial proceedings involving the Internal Revenue Service. The TMP, however, will act on behalf of the Holders of the Class R Certificates as the REMICs' representative for such proceedings. The REMICs' federal tax and information returns will be prepared by the TMP, and signed and filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the TMP is unable for any reason to fulfill its duties as TMP, then the Holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall become the successor TMP for the REMICs; provided, however, that in no event shall the Trustee be required to act as TMP (regardless of whether the Trustee is acting as successor Servicer). By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of either REMIC and (ii) refrain from taking any action that could endanger such status. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer and the Trustee and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing at least a majority of the Voting Rights of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Rights as specified in the Pooling and 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 or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration or transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Trustee and 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. The Certificates of this Class are issuable in fully-registered, certificated form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 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 Trustee 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. No transfer of any Class R Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that a transfer is to be made without registration or qualification under the Act and applicable state securities laws, the Trustee shall not register such transfer unless and until the prospective transferee provides the Trustee with a Transferee Agreement or a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A Agreements are attached to the Pooling and Servicing Agreement. In addition, if the proposed transferee delivers a Rule 144A Agreement that does not certify to facts that, if true, would mean that the proposed transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption relied upon and (ii) if such transfer is made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee may also require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor the Servicer is obligated to register or qualify any of the Class R Certificates under the Act or any other securities law or take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee and the Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Further, no transfer of a Class R Certificate shall be made unless and until the prospective transferee provides the Servicer and the Trustee with a properly executed and completed Benefit Plan Affidavit (and a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (and Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor without delivery of a Benefit Plan Opinion shall be null and void. In addition, the Trustee shall not register any transfer of a Class R Certificate (including any beneficial interest therein) without first obtaining the written consent of the Servicer. The Servicer will not give such consent to any proposed transfer or sale to any investor that the Servicer knows to be a Disqualified Organization. As prerequisites to the Servicer's consent to any transfer of a Class R Certificate (or any beneficial interest therein), the proposed transferee thereof must provide the Servicer with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to a transfer, but only to the extent necessary to avoid a risk of (i) disqualification of either REMIC as a REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the Servicer shall not give its consent to the transfer of less than an entire interest in a Class R Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense that the transfer will not jeopardize the REMIC status of either REMIC. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee. If a tax or a reporting cost is borne by either REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Trustee (or the Paying Agent), upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon payment to the Holders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Pooling and Servicing Agreement following the earlier of (a) the final payment or other liquidation (or any Advance with respect thereto) of the last Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the Residual Majority may, at their respective options, make a Terminating Purchase or cause a Terminating Purchase to be made on or after the Distribution Date on which the sum of the Certificate Principal Balances of the Certificates is less than or equal to 10% of the sum of the original Certificate Principal Balances of the Certificates, or (ii) the Servicer may, at its option, make a Terminating Purchase or cause a Terminating Purchase to be made if the Servicer determines, based upon an Opinion of Counsel, that the REMIC status of either REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. After a Terminating Purchase, the Termination Price shall be applied to pay previously unreimbursed Advances and administrative expenses of the Trust and to make final distributions on the Certificates as described in the Pooling and Servicing Agreement, and thereafter any remaining assets of the Trust shall be released to the Holders of the Residual Certificates (or shall be sold, with the proceeds of such sale distributed to the Holders of the Residual Certificates), as described in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 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. It is expressly understood and agreed by the holder hereto that (a) this Certificate is executed and delivered by Harrxx Xxxst Xxxxxx Trust and Savings Bank, not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakingsundertakings and agreements herein made on the part of the Trust are made and intended not as personal representations, undertakings and agreements by Xxxxxx Trust and Savings Bank, but are made and intended for the purposes of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Xxxxxx Trust and Savings Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the holder hereto and by any person claiming by, through or under such holder, and (d) under no circumstances shall Xxxxxx Trust and Savings Bank be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Certificate.

Pooling and Servicing Agreement. As the Holder of a residual interest in the Issuing REMIC, the Holder of a Class R Certificate will have continuing administrative rights and obligations generally similar to those of a partner with respect to its partnership. Such rights and obligations principally concern the REMICs' federal income tax and information returns and the representation of the REMICs in administrative or judicial proceedings involving the Internal Revenue Service. The TMP, however, will act on behalf of the Holders of the Class R Certificates as the REMICs' representative for such proceedings. The REMICs' federal tax and information returns will be prepared by the TMP, and signed and filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the TMP is unable for any reason to fulfill its duties as TMP, then the Holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall become the successor TMP for the REMICs; provided, however, that in no event shall the Trustee be required to act as TMP (regardless of whether the Trustee is acting as successor Servicer). By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of either REMIC and (ii) refrain from taking any action that could endanger such status. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer and the Trustee and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing at least a majority of the Voting Rights of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Rights as specified in the Pooling and 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 or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration or transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such HolderXxxxxx'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. The Certificates of this Class are issuable in fully-registered, certificated form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 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 Trustee 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. No transfer of any Class R Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that a transfer is to be made without registration or qualification under the Act and applicable state securities laws, the Trustee shall not register such transfer unless and until the prospective transferee provides the Trustee with a Transferee Agreement or a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A Agreements are attached to the Pooling and Servicing Agreement. In addition, if the proposed transferee delivers a Rule 144A Agreement that does not certify to facts that, if true, would mean that the proposed transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption relied upon and (ii) if such transfer is made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee may also require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor the Servicer is obligated to register or qualify any of the Class R Certificates under the Act or any other securities law or take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee and the Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Further, no transfer of a Class R Certificate shall be made unless and until the prospective transferee provides the Servicer and the Trustee with a properly executed and completed Benefit Plan Affidavit (and a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (and Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor without delivery of a Benefit Plan Opinion shall be null and void. In addition, the Trustee shall not register any transfer of a Class R Certificate (including any beneficial interest therein) without first obtaining the written consent of the Servicer. The Servicer will not give such consent to any proposed transfer or sale to any investor that the Servicer knows to be a Disqualified Organization. As prerequisites to the Servicer's consent to any transfer of a Class R Certificate (or any beneficial interest therein), the proposed transferee thereof must provide the Servicer with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to a transfer, but only to the extent necessary to avoid a risk of (i) disqualification of either REMIC as a REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the Servicer shall not give its consent to the transfer of less than an entire interest in a Class R Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense that the transfer will not jeopardize the REMIC status If a tax or a reporting cost is borne by either REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Trustee (or the Paying Agent), upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon payment to the Holders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Pooling and Servicing Agreement following the earlier of (a) the final payment or other liquidation (or any Advance with respect thereto) of the last Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the Residual Majority may, at their respective options, make a Terminating Purchase or cause a Terminating Purchase to be made on or after the Distribution Date on which the sum of the Certificate Principal Balances of the Certificates is less than 10% of the sum of the original Certificate Principal Balances of the Certificates, or (ii) the Servicer may, at its option, make a Terminating Purchase or cause a Terminating Purchase to be made if the Servicer determines, based upon an Opinion of Counsel, that the REMIC status of either REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. After a Terminating Purchase, the Termination Price shall be applied to pay previously unreimbursed Advances and administrative expenses of the Trust and to make final distributions on the Certificates as described in the Pooling and Servicing Agreement, and thereafter any remaining assets of the Trust shall be released to the Holders of the Residual Certificates (or shall be sold, with the proceeds of such sale distributed to the Holders of the Residual Certificates), as described in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 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. It is expressly understood and agreed by the holder hereto that (a) this Certificate is executed and delivered by Harrxx Xxxst and Savings Bank, not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakingsstatus

Pooling and Servicing Agreement. As the Holder of a residual interest in the Issuing Pooling REMIC, the Holder of a Class R Certificate will have continuing administrative rights and obligations generally similar to those of a partner with respect to its partnership. Such rights and obligations principally concern the REMICs' federal income tax and information returns and the representation of the REMICs in administrative or judicial proceedings involving the Internal Revenue Service. The TMP, however, will act on behalf of the Holders of the Class R Certificates as the REMICs' representative for such proceedings. The REMICs' federal tax and information returns will be prepared by the TMP, and signed and filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the TMP is unable for any reason to fulfill its duties as TMP, then the Holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall become the successor TMP for the REMICs; provided, however, that in no event shall the Trustee be required to act as TMP (regardless of whether the Trustee is acting as successor Servicer). By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of either REMIC and (ii) refrain from taking any action that could endanger such status. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer and the Trustee and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing at least a majority of the Voting Rights of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Rights as specified in the Pooling and 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 or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration or transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such HolderXxxxxx'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. The Certificates of this Class are issuable in fully-registered, certificated form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 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 Trustee 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. No transfer of any Class R Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that a transfer is to be made without registration or qualification under the Act and applicable state securities laws, the Trustee shall not register such transfer unless and until the prospective transferee provides the Trustee with a Transferee Agreement or a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A Agreements are attached to the Pooling and Servicing Agreement. In addition, if the proposed transferee delivers a Rule 144A Agreement that does not certify to facts that, if true, would mean that the proposed transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption relied upon and (ii) if such transfer is made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee may also require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor the Servicer is obligated to register or qualify any of the Class R Certificates under the Act or any other securities law or take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee and the Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Further, no transfer of a Class R Certificate shall be made unless and until the prospective transferee provides the Servicer and the Trustee with a properly executed and completed Benefit Plan Affidavit (and a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (and Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor without delivery of a Benefit Plan Opinion shall be null and void. In addition, the Trustee shall not register any transfer of a Class R Certificate (including any beneficial interest therein) without first obtaining the written consent of the Servicer. The Servicer will not give such consent to any proposed transfer or sale to any investor that the Servicer knows to be a Disqualified Organization. As prerequisites to the Servicer's consent to any transfer of a Class R Certificate (or any beneficial interest therein), the proposed transferee thereof must provide the Servicer with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to a transfer, but only to the extent necessary to avoid a risk of (i) disqualification of either REMIC as a REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the Servicer shall not give its consent to the transfer of less than an entire interest in a Class R Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense that the transfer will not jeopardize the REMIC status If a tax or a reporting cost is borne by either REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Trustee (or the Paying Agent), upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon payment to the Holders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Pooling and Servicing Agreement following the earlier of (a) the final payment or other liquidation (or any Advance with respect thereto) of the last Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the Residual Majority may, at their respective options, make a Terminating Purchase or cause a Terminating Purchase to be made on or after the Distribution Date on which the sum of the Certificate Principal Balances of the Certificates is less than 10% of the sum of the original Certificate Principal Balances of the Certificates, or (ii) the Servicer may, at its option, make a Terminating Purchase or cause a Terminating Purchase to be made if the Servicer determines, based upon an Opinion of Counsel, that the REMIC status of either REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. After a Terminating Purchase, the Termination Price shall be applied to pay previously unreimbursed Advances and administrative expenses of the Trust and to make final distributions on the Certificates as described in the Pooling and Servicing Agreement, and thereafter any remaining assets of the Trust shall be released to the Holders of the Residual Certificates (or shall be sold, with the proceeds of such sale distributed to the Holders of the Residual Certificates), as described in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 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. It is expressly understood and agreed by the holder hereto that (a) this Certificate is executed and delivered by Harrxx Xxxst and Savings Bank, not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakingsstatus

Pooling and Servicing Agreement. As the Holder of a residual interest in the Issuing Pooling REMIC, the Holder of a Class R Certificate will have continuing administrative rights and obligations generally similar to those of a partner with respect to its partnership. Such rights and obligations principally concern the REMICs' federal income tax and information returns and the representation of the REMICs in administrative or judicial proceedings involving the Internal Revenue Service. The TMP, however, will act on behalf of the Holders of the Class R Certificates as the REMICs' representative for such proceedings. The REMICs' federal tax and information returns will be prepared by the TMP, and signed and filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the TMP is unable for any reason to fulfill its duties as TMP, then the Holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall become the successor TMP for the REMICs; provided, however, that in no event shall the Trustee be required to act as TMP (regardless of whether the Trustee is acting as successor Servicer). By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of either REMIC and (ii) refrain from taking any action that could endanger such status. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer and the Trustee and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing at least a majority of the Voting Rights of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Rights as specified in the Pooling and 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 or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration or transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Trustee and 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. The Certificates of this Class are issuable in fully-registered, certificated form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 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 Trustee 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. Further, no transfer of a Class R Certificate shall be made unless and until the prospective transferee provides the Servicer and the Trustee with a properly executed and completed Benefit Plan Affidavit (and a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (and Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor without delivery of a Benefit Plan Opinion shall be null and void. In addition, the Trustee shall not register any transfer of a Class R Certificate (including any beneficial interest therein) without first obtaining the written consent of the Servicer. The Servicer will not give such consent to any proposed transfer or sale to any investor that the Servicer knows to be a Disqualified Organization. As prerequisites to the Servicer's consent to any transfer of a Class R Certificate (or any beneficial interest therein), the proposed transferee thereof must provide the Servicer with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to a transfer, but only to the extent necessary to avoid a risk of (i) disqualification of either REMIC as a REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the Servicer shall not give its consent to the transfer of less than an entire interest in a Class R Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense that the transfer will not jeopardize the REMIC status If a tax or a reporting cost is borne by either REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Trustee (or the Paying Agent), upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon payment to the Holders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Pooling and Servicing Agreement following the earlier of (a) the final payment or other liquidation (or any Advance with respect thereto) of the last Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the Residual Majority may, at their respective options, make a Terminating Purchase or cause a Terminating Purchase to be made on or after the Distribution Date on which the sum of the Certificate Principal Balances of the Certificates is less than 10% of the sum of the original Certificate Principal Balances of the Certificates, or (ii) the Servicer may, at its option, make a Terminating Purchase or cause a Terminating Purchase to be made if the Servicer determines, based upon an Opinion of Counsel, that the REMIC status of either REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. After a Terminating Purchase, the Termination Price shall be applied to pay previously unreimbursed Advances and administrative expenses of the Trust and to make final distributions on the Certificates as described in the Pooling and Servicing Agreement, and thereafter any remaining assets of the Trust shall be released to the Holders of the Residual Certificates (or shall be sold, with the proceeds of such sale distributed to the Holders of the Residual Certificates), as described in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 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. It is expressly understood and agreed by the holder hereto that (a) this Certificate is executed and delivered by Harrxx Xxxst and Savings Bank, not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings

Pooling and Servicing Agreement. As the Holder of a residual interest in the Issuing REMIC, the Holder of a Class R Certificate will have continuing administrative rights and obligations generally similar to those of a partner with respect to its partnership. Such rights and obligations principally concern the REMICs' federal income tax and information returns and the representation of the REMICs in administrative or judicial proceedings involving the Internal Revenue Service. The TMP, however, will act on behalf of the Holders of the Class R Certificates as the REMICs' representative for such proceedings. The REMICs' federal tax and information returns will be prepared by the TMP, and signed and filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the TMP is unable for any reason to fulfill its duties as TMP, then the Holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall become the successor TMP for the REMICs; provided, however, that in no event shall the Trustee be required to act as TMP (regardless of whether the Trustee is acting as successor Servicer). By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of either REMIC and (ii) refrain from taking any action that could endanger such status. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer and the Trustee and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing at least a majority of the Voting Rights of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Rights as specified in the Pooling and 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 or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration or transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Trustee and 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. The Certificates of this Class are issuable in fully-registered, certificated form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 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 Trustee 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. No transfer of any Class R Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that a transfer is to be made without registration or qualification under the Act and applicable state securities laws, the Trustee shall not register such transfer unless and until the prospective transferee provides the Trustee with a Transferee Agreement or a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A Agreements are attached to the Pooling and Servicing Agreement. In addition, if the proposed transferee delivers a Rule 144A Agreement that does not certify to facts that, if true, would mean that the proposed transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption relied upon and (ii) if such transfer is made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee may also require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor the Servicer is obligated to register or qualify any of the Class R Certificates under the Act or any other securities law or take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee and the Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Further, no transfer of a Class R Certificate shall be made unless and until the prospective transferee provides the Servicer and the Trustee with a properly executed and completed Benefit Plan Affidavit (and a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (and Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor without delivery of a Benefit Plan Opinion shall be null and void. In addition, the Trustee shall not register any transfer of a Class R Certificate (including any beneficial interest therein) without first obtaining the written consent of the Servicer. The Servicer will not give such consent to any proposed transfer or sale to any investor that the Servicer knows to be a Disqualified Organization. As prerequisites to the Servicer's consent to any transfer of a Class R Certificate (or any beneficial interest therein), the proposed transferee thereof must provide the Servicer with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to a transfer, but only to the extent necessary to avoid a risk of (i) disqualification of either REMIC as a REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the Servicer shall not give its consent to the transfer of less than an entire interest in a Class R Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense that the transfer will not jeopardize the REMIC status of either REMIC. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee. If a tax or a reporting cost is borne by either REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Trustee (or the Paying Agent), upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon payment to the Holders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Pooling and Servicing Agreement following the earlier of (a) the final payment or other liquidation (or any Advance with respect thereto) of the last Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the Residual Majority may, at their respective optionsits option, make a Terminating Purchase or cause a Terminating Purchase to be made on or after the Distribution Date on which the sum of the Certificate Principal Balances of the Certificates is less than 10or equal to 15% of the sum of the original Certificate Principal Balances of the Certificates, or (ii) the Servicer may, at its option, make a Terminating Purchase or cause a Terminating Purchase to be made if the Servicer determines, based upon an Opinion of Counsel, that the REMIC status of either REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. After a Terminating Purchase, the Termination Price shall be applied to pay previously unreimbursed Advances and administrative expenses of the Trust and to make final distributions on the Certificates as described in the Pooling and Servicing Agreement, and thereafter any remaining assets of the Trust shall be released to the Holders of the Residual Certificates (or shall be sold, with the proceeds of such sale distributed to the Holders of the Residual Certificates), as described in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 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. It is expressly understood and agreed by the holder hereto that (a) this Certificate is executed and delivered by Harrxx Xxxst Xxxxxx Trust and Savings Bank, not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakingsundertakings and agreements herein made on the part of the Trust are made and intended not as personal representations, undertakings and agreements by Xxxxxx Trust and Savings Bank, but are made and intended for the purposes of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Xxxxxx Trust and Savings Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the holder hereto and by any person claiming by, through or under such holder, and (d) under no circumstances shall Xxxxxx Trust and Savings Bank be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Certificate.