Common use of Certificates Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Certificates. Parent will cause the Paying Agent to mail, as soon as reasonably practicable after the Effective Time (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided but in Subsection 5.01(bno event more than two Business Days thereafter), the Certificates shall at all times remain registered in the name to each holder of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes record of Book-Entry Shares (as defined below) or a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.7, (A) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent or, with respect to Book-Entry Shares, receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request, and any Global which letter of transmittal will be in customary form and have such other provisions as Parent and the Surviving Corporation may reasonably specify); and (B) instructions for use in effecting the surrender of the Certificates shall or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.11) for cancellation to the Paying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be made required by the Paying Agent in accordance with the procedures established by terms of such materials and instructions, the Depository Participant or brokerage firm representing holder of such Certificate Ownerswill be entitled to receive in exchange for the number of shares represented by such Certificate, and Parent will cause the Paying Agent to pay and deliver in exchange therefor as promptly as practicable, in respect of such Certificate the amount of Merger Consideration that such holder is entitled to pursuant to Section 2.7. Each Depository Participant shall only transfer Book-Entry Certificates The Certificate so surrendered will be cancelled. No interest will be paid or accrue on any cash payable upon surrender of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresany Certificate.

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

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

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

Certificates. Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (ai) The Depositorya letter of transmittal (which shall specify that delivery shall be effected, the Seller and the Trustee have entered into a Depository Agreement dated as risk of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates loss and the Individual Certificates and as provided in Subsection 5.01(b), title to the Certificates shall at pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Per Share Cash Amount multiplied by the number of shares of Company Common Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.1(b) (after taking into account all times remain other Certificates surrendered by such holder pursuant to this Section 2.5(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.5(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3, and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the name transfer records of the Depository or its nominee Company, payment may be made and at all times: (i) registration of such Certificates shares may not be transferred by the Trustee except issued to a successor to Person other than the Depository; (ii) ownership Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfers of registration of the Person requesting such Certificates on the books payment shall pay any transfer or other Taxes required by reason of the Depository shall be governed by applicable rules established by payment to a Person other than the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative registered holder of such Certificate Owners or establish to the satisfaction of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of Parent that such representative shall Tax has been paid or is not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and applicable. No interest shall be fully protected in relying paid or accrue on any cash payable upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at surrender of any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresCertificate.

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

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

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

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

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date September 30, 1996 (the "Depository Agreement"). Except for the Residual Physical Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date July 31, 2001 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

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

Certificates. (a) The DepositoryCertificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated among the Classes of Certificates on the applicable Distribution Date in the manner set forth in the Trust Agreement. To the extent provided in the Trust Agreement, with respect to Realized Losses and interest shortfalls, the Seller Subordinate Certificates will be subordinated to the other Classes of Certificates and each of the Subordinate Certificates will be subordinated to each of the other Subordinate Certificates with a lower numerical class designation, if any. All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class, as described in the Trust Agreement. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Collection Accounts, the Certificate Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. All distributions or allocations made with respect to each Class on any Distribution Date shall be allocated in accordance with the Trust Agreement. Payment shall be made either (1) by check mailed to the address of each Certificateholder as it appears in the Certificate Register on the Record Date immediately prior to such Distribution Date or (2) by wire transfer of immediately available funds to the account of a Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Custodian in writing by the Record Date immediately prior to such Distribution Date and such Certificateholders is the registered owner of Regular Certificates with an initial Certificate Balance of at least $1,000,000. The Custodian may charge the Certificateholder a fee for any payment made by wire transfer. Final distribution on the Certificates will be made only upon surrender of the Certificates at the offices of the Certificate Registrar set forth in the notice of such final distribution. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the Trustee have entered into a Depository Agreement dated as modification of the Closing Date (rights and obligations of the "Depository Agreement"). Except for the Residual CertificatesDepositor, the Private Certificates Trustee and the Individual Custodian and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor, the Trustee and the Custodian with the consent of the Certificateholders entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders. The Certificates and as are issuable in fully registered form only, without coupons, in denominations specified in the Trust Agreement. As provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name Trust Agreement and subject to any limitations on transfer of the this Certificate by a Depository or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Custodian or such other offices or agencies appointed by the Custodian for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to, the Custodian and the Certificate Registrar duly executed by the Certificateholder hereof, or such Certificateholder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate Certificate Balance will be issued to the designated transferee or transferees. As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination. No service charge will be made for any such registration of transfer or exchange, but the Custodian 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. The Depositor, the Servicers, the Trustee, Custodian and the Certificate Registrar and any agent of the Depositor, the Servicers, the Trustee, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all timespurposes, and none of the Depositor, the Trustee, the Custodian, the Servicers, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Accounts and the Certificate Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) registration the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all property acquired upon foreclosure of any such Certificates may not be transferred by the Trustee except to a successor to the Depository; Mortgage Loan and (ii) ownership the repurchase of all the assets of the Trust by the Depositor, when the aggregate Scheduled Principal Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice of termination will be given to each Certificateholder, and transfers the final distribution will be made only upon surrender and cancellation of registration the Certificates at an office or agency appointed by the Custodian which will be specified in the notice of termination. Any such repurchase of Mortgage Loans and property acquired in respect of the Mortgage Loans shall be made at a price equal to the greater of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust on the day of such Certificates on purchase, plus accrued and unpaid interest thereon, to the books last day in the month in which the Termination Price is distributed to Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of the Depository shall be governed by applicable rules established by Mortgage Loan for any REO Property remaining in the Depository; Trust, plus accrued and unpaid interest thereon at the Certificate Rate, to the last day in the month in which the Termination Price is distributed to Certificateholders, and (iiiii) the Depository may collect its usual and customary feescurrent appraised value of any such REO Property, charges and expenses from its Depository Participants; such appraisal to be conducted by an appraiser satisfactory to the Custodian (ivthe "Par Price"), or (b) the Trustee shall deal with greater of (i) the Depository as representative of such Certificate Owners Par Price and (ii) the sum of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders aggregate fair market value of all of the Certificates assets of one the Trust (as determined by the Custodian in consultation with the Underwriter (or, if the Underwriter is unwilling or more unable to serve in that capacity, a financial advisor selected by the Custodian in a commercially reasonable manner, whose fees will be an expense of the Servicers) based upon the mean of bids from at least three recognized broker/dealers that deal in similar assets) as of the close of business on the third Business Day preceding the date upon which notice of any such Classes request that termination is furnished to Certificateholders pursuant to the Trustee cause such Class Trust Agreement. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to become Global Certificatesany benefit under the Trust Agreement or be valid for any purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Custodian has executed this Custodian on behalf of the Trustee Trust as Custodian under the Trust Agreement, and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates Custodian shall be made liable hereunder only in accordance with respect of the procedures established by assets of the Depository Participant or brokerage firm representing such Certificate OwnersTrust. Each Depository Participant Capitalized terms used herein and not defined herein shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent have the meaning given them in accordance with the Depository's normal proceduresTrust Agreement.

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

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

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

Certificates. (a) The DepositoryCertificates representing CRA Preferred Shares shall include a statement that requires the Trust to furnish to any CRA Preferred Shareholder, upon written request and without charge, a full statement of the Seller designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions and other qualifications and terms and conditions of redemption of such CRA Preferred and the Trustee differences in the relative rights and preferences between the CRA Preferred Shares to the extent that they have entered into a Depository Agreement dated as been set and the authority of the Closing Date Board of Trustees to set the relative rights and preferences of subsequent series of the same class of Shares. Notwithstanding any other provision of the Trust Agreement or the Amended and Restated Bylaws of the Trust (the "Depository TRUST BYLAWS") to the contrary, a certificate representing CRA Preferred Shares shall be validly issued upon the manual signature of any one or more Managing Trustee. Such a certificate need not be countersigned and registered by the Trust's transfer agent and/or registrar. The Managing Trustees, acting individually or collectively, shall execute and deliver certificates representing the CRA Preferred Shares substantially in the form attached hereto as Exhibit A and incorporated herein by reference, together with such modifications thereto as such Managing Trustee or Managing Trustees shall approve (notwithstanding any other provision of the Trust Agreement or Amended and Restated Bylaws of the Trust but subject to the requirements set forth in this Amended and Restated Certificate of Designation), such approval to be conclusively, but not exclusively, evidenced by the execution and delivery thereof by such Managing Trustee or Managing Trustees. To the extent that this Section 13 is inconsistent with the Trust Bylaws, in accordance with Article XIV of the Trust Bylaws, the Trust Bylaws, including Article VII of the Trust Bylaws, shall be deemed amended for the limited purposes set forth in this Section 13. ANNEX TO AMENDED AND RESTATED CERTIFICATE OF DESIGNATION NOTICE OF CONVERSION To: Charter Municipal Mortgage Acceptance Company Reference is made to that certain Amended and Restated Certificate of Designation of Convertible Community Reinvestment Act Preferred Shares of Charter Municipal Mortgage Acceptance Company (the "CRA DESIGNATION"). Capitalized terms used but not defined herein shall have the meanings set forth in the CRA Designation. Pursuant to the CRA Designation, the undersigned, being a holder of CRA Preferred Shares (an "EXERCISING HOLDER"), hereby elects to exercise its conversion rights as to a portion or portions of its CRA Preferred Shares, all as specified opposite its signature below: Dated: EXERCISING HOLDER NUMBER OF CRA PREFERRED SHARES TO Name ______________________________________ BE CONVERTED TO COMMON SHARES Signature__________________________________ APPENDIX B CERTIFICATE OF DESIGNATION of SERIES A CONVERTIBLE COMMUNITY REINVESTMENT ACT PREFERRED SHARES of CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY Pursuant to the Amended and Restated Trust Agreement of Charter Municipal Mortgage Acceptance Company dated September 30, 1997, as amended CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY, a Delaware business trust created and existing under the Delaware Business Trust Act (the "Trust"), DOES HEREBY CERTIFY: That pursuant to the authority expressly vested in the board of trustees of the Trust ("Board of Trustees") by the Amended and Restated Trust Agreement of the Trust, dated September 30, 1997, as amended (the "Trust Agreement"). Except , the Board of Trustees duly adopted on June 13, 2002 resolutions providing for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name amendment of the Depository or its nominee and at all times: Trust Agreement creating a class of Preferred Shares, no par value, of the Trust, with (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; designations, powers, preferences, (ii) ownership the relative, participating, optional or other special rights, and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesqualifications, charges and expenses from its Depository Participants; limitations or restrictions, set forth below (iv) in addition to those set forth in the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Trust Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.):

Certificates. (a) The Depository, the Seller Seller, the Grantor Trustee and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date October 31, 2005 (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

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

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

Certificates. (a) The DepositoryAny Shares held by a Stockholder shall be represented by a certificate, setting forth upon the Seller and face thereof that the Trustee have entered into Management Company is a Depository Agreement dated as corporation organized under the laws of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesState of Delaware, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee Person to which it is issued and at all times: (i) registration the number of Shares which such Certificates may not certificate represents. Such certificates shall be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on entered in the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository Management Company as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely issued, and shall be fully protected in relying upon information furnished signed by the Depository with respect to its Depository ParticipantsChief Executive Officer of the Management Company. The Residual Certificates Upon any Transfer permitted under this Stockholders’ Agreement and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesOperating Agreement, the Trustee transferring Stockholder shall (a) issue to the transferee a certificate representing the number of Shares so transferred and (b) surrender to the Management Company and the Seller will take Management Company shall issue to the transferring Stockholder certificates representing the remaining Shares, if any, held by such action as may be reasonably required to cause the Depository to accept transferring Stockholder after taking into account such Class or Classes for trading if it may legally be so tradedTransfer. All transfers by Certificate Owners certificates representing Shares (unless registered under the Securities Act of such respective Classes of Book1933, as amended (the “Securities Act”), shall bear the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE MANAGEMENT COMPANY HAS RECEIVED SUCH ASSURANCES AS THE MANAGEMENT COMPANY MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF COUNSEL. ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF A STOCKHOLDERS’ AGREEMENT BETWEEN THE MANAGEMENT COMPANY AND THE STOCKHOLDERS SET FORTH THEREIN AND A LIMITED LIABILITY COMPANY AGREEMENT BETWEEN SK-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate OwnersEARTHLINK LLC AND THE MEMBERS NAMED THEREIN, EACH DATED THE [ DAY OF , 2005]. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresA COPY OF THE STOCKHOLDERS’ AGREEMENT AND THE LIMITED LIABILITY COMPANY AGREEMENT IS ON FILE WITH THE SECRETARY OF THE MANAGEMENT COMPANY. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BECOME BOUND BY THE STOCKHOLDERS’ AGREEMENT AND LIMITED LIABILITY COMPANY AGREEMENT.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as rights of Holders of the Closing Date (Class 1-AP, Class 2-AP, Class 3-AP and Class 4-AP Certificates to receive distributions from the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name proceeds of the Depository or its nominee Grantor Trust Assets, and at all times: (i) registration ownership interests of such Certificates may not be transferred by the Trustee except Holders in and to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository distributions, shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising set forth in this Agreement. It is intended that the rights of Certificateholders under this Agreementthe Class X, Class 3-AX and requests Class 4-AX Certificates to receive payments in respect of FPD Premiums shall be accounted for as property held separate and directions apart from any REMIC regular interest represented by such Certificates. This provision is intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for and votes the treatment of such representative shall not be deemed property rights coupled with REMIC interests to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely separately respected and shall be fully protected in relying upon information furnished by the Depository interpreted consistently with respect to its Depository Participantssuch regulation. 187 The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book1-Entry Certificates and any Global AP Certificates shall be made neither regular interests nor residual interests in accordance with any REMIC created hereunder. It is the procedures established intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Premiums related to the Mortgage Loans in Pool 1 and the related Class P Reserve Fund distributable to the Class 1-AP Certificates shall constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the Depository Participant or brokerage firm representing assignment to it of the rights to receive such Certificate OwnersPrepayment Premiums and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class 1-AP Certificates. Each Depository Participant The rights of Holders of the Class 1-AP Certificates to receive distributions from the proceeds of such Prepayment Premiums, and all ownership interests of such Holders in and to such distributions, shall only transfer Bookbe as set forth in this Agreement. The Class 2-Entry AP Certificates shall be neither regular interests nor residual interests in any REMIC created hereunder. It is the intention of Certificate Owners the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Premiums related to the Mortgage Loans in Pool 2 and the related Class P Reserve Fund distributable to the Class 2-AP Certificates shall constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it represents or of brokerage firms the rights to receive such Prepayment Premiums and declares that it holds and will hold such assets in trust for which the exclusive use and benefit of all present and future Holders of the Class 2-AP Certificates. The rights of Holders of the Class 2-AP Certificates to receive distributions from the proceeds of such Prepayment Premiums, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. The Class 3-AP Certificates shall be neither regular interests nor residual interests in any REMIC created hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Premiums related to the Mortgage Loans in Pool 3 and the related Class P Reserve Fund distributable to the Class 3-AP Certificates shall constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it acts of the rights to receive such Prepayment Premiums and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class 3-AP Certificates. The rights of Holders of the Class 3-AP Certificates to receive distributions from the proceeds of such Prepayment Premiums, and all ownership interests of such Holders in and to such distributions, shall be as agent set forth in accordance with this Agreement. 188 The Class 4-AP Certificates shall be neither regular interests nor residual interests in any REMIC created hereunder. It is the Depository's normal proceduresintention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Premiums related to the Mortgage Loans in Pool 4 and the related Class P Reserve Fund distributable to the Class 4-AP Certificates shall constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the rights to receive such Prepayment Premiums and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class 4-AP Certificates. The rights of Holders of the Class 4-AP Certificates to receive distributions from the proceeds of such Prepayment Premiums, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement.

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

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. 117 The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

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

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

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

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of same day. Neither the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) Master Servicer nor the Trustee shall deal be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-5 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the Depository as representative order of receipt and the amounts of such Certificate Owners requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the respective Class of Certificates for purposes of exercising priorities described in Section 4.07(a) above). The Trustee shall notify the rights of Certificateholders under this AgreementClearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and requests subject to the priorities and directions for and votes of such representative shall not be deemed limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class A-5 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from MBIA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-5 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-5 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-5 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the same day. The Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-12 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class A-12 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from MBIA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-12 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-12 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-12 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.

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

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

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

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

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

Certificates. Certificates representing Series A Convertible CRA Shares shall include a statement that requires the Trust to furnish to any Series A Convertible CRA Shareholder, upon written request and without charge, a full statement of (ai) The Depositoryany restrictions, limitations, preferences or redemption provisions concerning the Seller Series A Convertible CRA Shares and (ii) the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, and other qualifications and terms and conditions of redemption of such Series A Convertible CRA Shares and the Trustee have entered into a Depository Agreement dated as authority of the Closing Date Board of Trustees to set the relative rights and preferences of subsequent series of Series A Convertible CRA Shares. Notwithstanding any other provision of the Trust Agreement or the Amended and Restated Bylaws of the Trust (the "Depository AgreementTrust Bylaws"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository contrary, a certificate representing Series A Convertible CRA Shares shall be governed by applicable rules established by validly issued upon the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative manual signature of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more Managing Trustee. Such a certificate need not be countersigned and registered by the Trust's transfer agent and/or registrar. The Managing Trustees, acting individually or collectively, shall execute and deliver certificates representing the Series A Convertible CRA Shares substantially in the form attached hereto as Exhibit A and incorporated herein by reference, together with such Classes request modifications thereto as such Managing Trustee or Managing Trustees shall approve (notwithstanding any other provision of the Trust Agreement or Amended and Restated Bylaws of the Trust but subject to the requirements set forth in this Certificate of Designation), such approval to be conclusively, but not exclusively, evidenced by the execution and delivery thereof by such Managing Trustee or Managing Trustees. To the extent that this Section 13 is inconsistent with the Trustee cause such Class to become Global CertificatesTrust Bylaws, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with Article XIV of the procedures established by Trust Bylaws, the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant Trust Bylaws, including Article VII of the Trust Bylaws, shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms be deemed amended for which it acts as agent the limited purposes set forth in accordance with the Depository's normal proceduresthis Section 13.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date November 30, 2001 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, amounts due on each Remittance Date are limited to certain residual amounts remaining after all amounts due to the Seller and the Trustee have entered into a Depository Agreement dated as Holders of the Closing Date Certificates have been paid on such Remittance Date. The Mortgage Loans will be serviced by The Money Store Inc. (the "Depository Servicer") pursuant to the Pooling and Servicing Agreement"). Except The Pooling and Servicing Agreement permits the Servicer to enter into Subservicing Agreements with certain institutions eligible for appointment as Subservicers for the Residual Certificatesservicing and administration of certain Mortgage Loans. No appointment of any Subservicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate is limited in right of payment to certain collections and recoveries relating to the Mortgage Loans and amounts on deposit in the Certificate Account and the Spread Account all as more specifically set forth herein and in the Pooling and Servicing Agreement. No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Private Certificates Holder of any Certificate shall have the right which is absolute and unconditional to receive distributions to the Individual Certificates and as extent provided in Subsection 5.01(b)the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the Certificates shall at all times remain registered in consent of such Holder. The Pooling and Servicing Agreement provides that the name obligations created thereby will terminate upon the earlier to occur of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor distribution to the Depository; Certificateholders of all amounts required to be distributed to them thereunder and (ii) ownership and transfers at any time when a Qualified Liquidation of registration the Trust is effected; provided, however, that in no event shall the Trust continue beyond the expiration of such Certificates 21 years from the death of the survivor of the last lineal descendant of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the books Startup Date. Written notice of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed final distribution to be inconsistent if they are made with respect to different Certificate Owners; and each Class of Certificates shall be given by the Trustee to the Certificateholders of each Class after the Trustee determines that a final distribution is required to be made, specifying (vi) the Trustee may rely final Remittance Date upon which final distribution on each Class of Certificates will be made upon presentation and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all surrender of the Certificates of such Class at the office of the Trustee therein designated, (ii) the amount of any such final distribution and (iii) that the Record Date otherwise applicable to such Remittance Date is not applicable. The final distribution on any Certificate shall only be made upon presentation of such Certificate to the Trustee. As provided in the Pooling and Servicing Agreement, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the office designated as the location of the Register duly endorsed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of like Class, tenor and a like aggregate fractional undivided interest in the Trust Fund will be issued to the designated transferee or transferees. The Trustee is required to furnish certain information on each Remittance Date to the Holder of this Certificate, as more fully described in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, Certificates are exchangeable for new Certificates of the same Class as this Certificate in authorized denominations evidencing the same aggregate Percentage Interest. No service charge will be made for any such Classes request that registration of transfer or exchange, but the Registrar or the Trustee cause such Class may require payment of a sum sufficient to become Global Certificates, cover any tax or other governmental charge payable in connection therewith. The undersigned Trustee and any agent of the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Seller will take Trustee nor any such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates agent shall be made in accordance with affected by notice to the procedures established contrary. Unless the certificate of authentication hereon has been executed by the Depository Participant undersigned Trustee or brokerage firm representing such an Authenticating Agent, by manual signature, this Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents not be entitled to any benefit under the Agreement or of brokerage firms be valid for which it acts as agent in accordance with the Depository's normal proceduresany purpose.

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

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

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

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

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date May 31, 2001 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

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

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date March 11, 1998 (the "Depository Agreement"). Except for the Residual CertificatesCertificate, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates Class B-2 and the Private Class R Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedtrading. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

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

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and time stamp such request and forward such request to the Trust Administrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-11 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the Trustee have entered into a Depository Agreement dated as amounts of such requests. The Clearing Agency will honor requests for distributions in the Closing Date order of their receipt (subject to the "Depository Agreement"priorities described in Section 4.07(a) above). Except for The Trust Administrator shall notify the Residual Certificates, the Private Certificates Clearing Agency and the Individual Certificates and appropriate Clearing Agency Participants as provided in Subsection 5.01(b), the Certificates to which requests should be honored on each Distribution Date. Requests shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred honored by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures established to be followed by the Depository Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-11 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-11 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or brokerage firm representing Clearing Agency Indirect Participant that maintains such Certificate OwnersBeneficial Owner's account. Each Depository In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant shall only transfer Book-Entry must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Class A Principal Balance of Class A-11 Certificates on such Distribution Date. In the event any requests for distributions in reduction of Certificate Owners it represents or the principal balance of brokerage firms Class A-11 Certificates are rejected by the Trust Administrator for which it acts as agent in accordance failure to comply with the Depository's normal proceduresrequirements of this Section 4.07, the Trust Administrator shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the reason for such rejection.

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

Certificates. (ag) All distributions made with respect to each Class on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution Date shall be made to the Certificateholders of record of the respective Class at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with written wiring instructions prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates) or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register. The Depositoryfinal distribution on each Certificate (determined without regard to any possible future reimbursement of Realized Loss previously allocated to such Certificate) shall be made in like manner, but only upon presentation and surrender of such Certificate at the Seller and offices of the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered or such other location specified in the name of the Depository or its nominee and at all times: (i) registration notice to Certificateholders of such Certificates may not be transferred by the Trustee except final distribution. Each distribution with respect to a successor Book-Entry Certificate shall be paid to the Depository; (ii) ownership , as Holder thereof, and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by responsible for crediting the Depository; (iii) amount of such distribution to the Depository may collect its usual and customary fees, charges and expenses from accounts of its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Participants in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Ownersits normal procedures. Each Depository Participant shall only transfer Book-Entry Certificates of be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or of brokerage firms "indirect participating firm") for which it acts as agent in accordance with agent. Each brokerage firm shall be responsible for disbursing funds to the Depository's normal proceduresCertificate Owners that it represents. None of the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Underwriters or the Initial Purchasers shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.

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

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

Certificates. As soon as practicable after the Effective Time (aand in no event later than three (3) The DepositoryBusiness Days after the Effective Time), the Seller Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (A) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and shall otherwise be in such form as Parent and the Trustee have entered into a Depository Agreement dated as Paying Agent shall reasonably agree; and (B) instructions for effecting the surrender of the Closing Date Certificates (or affidavits of loss in lieu of the "Depository Agreement"Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Except for Upon surrender of a Certificate (or affidavit of loss in lieu of the Residual Certificate as provided in Section 2.2(e)) to the Paying Agent or to such other agent or agents as may be appointed by Xxxxxx, together with delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b)Paying Agent or such other agent, the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures letter of transmittal and instructions, shall transmit to the holder of such Certificates the Merger Consideration for each Share formerly represented by such Certificates (without interest and subject to any withholding of Taxes required by applicable Law as provided in Section 2.5), and any Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent only the Depository Participant or brokerage firm representing right to receive payment of the fair value of such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent Shares in accordance with and solely to the Depository's normal proceduresextent provided by Section 262 of the DGCL.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date February 26, 1999 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

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

Certificates. (a) The Depository, the Seller Grantor Trust and the Trustee U.S. Bank National Association, in its capacity as agent, have entered into a Depository Agreement dated as of the Closing Date October 25, 2004 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such the Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such the Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) Each Holder or beneficial owner of a Class AX-1 or Class AX-2 Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Class AX-1 Certificates in respect of Class AX-1 Excess Interest Payments as payments in respect of interest rate cap agreements written by the Holders of the Class AX-2 Certificates. The Depositoryparties hereto intend that the REMIC Regular Interests represented by each of the Class AX-2 Certificates, together with the related obligations to make payments to the Class AX-1 Certificates shall be treated as a grantor trust under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration furnish to the Holders of the Class AX-2 Certificates information regarding their share of the items of income, gain, loss and deduction of such Certificates may not be transferred by the Trustee except to a successor to the Depository; grantor trust and (ii) ownership file or cause to be filed with the Internal Revenue Service Form 1041 (together with any necessary attachments) or such other forms as may be applicable and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) comply with such information reporting obligations with respect to payments from such grantor trust as may be applicable under the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising Code or other applicable tax laws. 124 It is intended that the rights of Certificateholders under this Agreement, the Holders of the Subordinate LIBOR Certificates to receive payments in respect of Subordinate Floating Rate Certificate Shortfalls and requests and directions for and votes Unpaid Subordinate Floating Rate Certificate Shortfalls shall be treated as rights in respect of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) cap contracts written by the Trustee may rely Holders of the Class BX Certificates in favor of the Holders of the Subordinate LIBOR Certificates and shall be fully protected in relying upon information furnished accounted for as property separate and apart from the REMIC Regular Interest represented by each of the Depository Subordinate LIBOR Certificates. This provision is intended to comply with respect the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to its Depository Participantsbe separately respected and shall be interpreted consistently with such regulation. The Residual Holders of the Subordinate LIBOR Certificates agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls. The Holders of the Private Class BX Certificates are initially Physical agree, by their acceptance of such Certificates. If at any time , to take tax reporting positions consistent with allocations by the Holders of all the Subordinate LIBOR Certificates of no more than a nominal value to the right to receive payments in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls. For information reporting purposes, it will be assumed that such rights have no value. Each payment made to the Subordinate LIBOR Certificates in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class BX Certificates in respect of one or more of the REMIC BX Components and then paid by the Holders of the Class BX Certificates to the Holders of the Subordinate LIBOR Certificates. Each Holder or beneficial owner of a Subordinate LIBOR Certificate or Class BX Certificate, by virtue of its acquisition of such Classes request Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Subordinate LIBOR Certificates in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls as payments in respect of interest rate cap agreements written by the Holders of the Class BX Certificates. The parties hereto intend that the Trustee cause REMIC Regular Interests represented by each of the Class BX Certificates, together with the related obligations to make payments to the Subordinate LIBOR Certificates shall be treated as a grantor trust under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such Class to become Global Certificatesintention, the Trustee shall (i) furnish to the Holders of the Class BX Certificates information regarding their share of the items of income, gain, loss and deduction of such grantor trust and (ii) file or cause to be filed with the Seller will take Internal Revenue Service Form 1041 (together with any necessary attachments) or such action other forms as may be reasonably required applicable and (iii) comply with such information reporting obligations with respect to cause payments from such grantor trust as may be applicable under the Depository to accept such Class Code or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresother applicable tax laws.

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

Certificates. (a) The Depositoryfinal distribution on this Certificate will be made only upon presentation and surrender of this Certificate at the office or agency of the Trust Administrator in St. Xxxx, Minnesota. The Agreement provides that, in any event, upon the making of the final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Agreement. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the Seller amendment thereof by the Depositor, the Master Servicer, the Trust Administrator, and the Trustee have entered into a Depository Agreement dated as with the consent of the Closing Date (Majority Certificateholders; PROVIDED, HOWEVER, that no such amendment or waiver shall reduce in any manner the "Depository Agreement"). Except for amount of, or delay the Residual Certificatestiming of, distributions on any Certificate without the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name consent of the Depository Holder thereof, or its nominee and at all times: (i) registration of such Certificates may not be transferred by adversely affect in any respect the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books interests of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative Holders of such Certificate Owners of the respective any Class of Certificates for purposes without the consent of exercising the rights Holders of Certificateholders under this Agreement, and requests and directions for and votes Certificates evidencing at least a 66% Percentage Interest in such Class. No amendment shall reduce the percentage of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) Voting Rights required in the Trustee may rely and shall be fully protected in relying upon information furnished by previous sentence without the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time consent of the Holders of all of the Certificates of such Class then outstanding. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. As provided in the Agreement and subject to certain limitations therein set forth and referred to on the face hereof, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the office or agency appointed by the Trust Administrator as provided in the Agreement, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto 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 evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such Classes request registration of transfer or exchange, but the Trust Administrator 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. The Master Servicer, the Trustee cause such Class to become Global CertificatesDepositor, the Trust Administrator and the Trustee and any agent of the Seller will take Master Servicer, the Depositor, the Trust Administrator or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Master Servicer, the Depositor, the Trust Administrator and the Trustee nor any such action as may agent shall be reasonably affected by notice to the contrary. THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The obligations created by the Agreement and the Trust created thereby shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to cause be paid to them pursuant to the Depository Agreement following the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust. The Agreement additionally provides that the Master Servicer or the Certificate Insurer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property in the Trust Fund then constituting part of the Trust Estate, and thereby effect early retirement of the Certificates, on and after the Distribution Date on which the Aggregate Loan Balance is less than or equal to accept such Class or Classes for trading if it may legally be so traded10% of the Cut-off Date Pool Balance. All transfers by Certificate Owners Unless the certificate of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established authentication hereon has been executed by the Depository Participant Trust Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms be valid for which it acts as agent in accordance with the Depository's normal proceduresany purpose.

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

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

Certificates. (a) The Depositoryevidencing an undivided interest in the Trust, as defined below, the Seller and assets of which include First Union Institutional Capital I 8.04% Capital Securities due December 1, 2026. This Certificate does not represent an interest in or obligation of the Trustee have entered into Depositor or any of its affiliates. THIS CERTIFIES THAT Cede & Co. is the registered owner of a Depository Agreement nonassessable, fully-paid, fractional undivided interest in CorTS(R)Trust For First Union Institutional Capital I (the "Trust") formed by Structured Products Corp., as depositor (the "Depositor"). The Trust was created pursuant to a Base Trust Agreement, dated as of December 15, 2000 (as amended and supplemented, the Closing Date "Agreement"), between the Depositor and U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as Trustee (the "Depository Trustee"), as supplemented by the CorTS(R) Supplement 2001-4, dated as of January 30, 2001 (the "Series Supplement" and, together with the Agreement, the "Trust Agreement"). Except for , between the Residual Certificates, the Private Certificates Depositor and the Individual Trustee. This Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee with respect hereto. This Certificate is one of the duly authorized Certificates designated as "CorTS(R) Certificates" (herein called the "Certificate" or "Certificates"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The assets of the Trust include the Term Assets and all proceeds of the Term Assets. Additional Term Assets may be sold to the Trustee and additional Certificates may be authenticated and delivered from time to time as provided in Subsection 5.01(b)the Trust Agreement, the which additional Certificates shall at rank pari passu with all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such other Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made issued in accordance with the procedures established Series Supplement. Under the Trust Agreement, there shall be distributed on the dates specified in the Trust Agreement (a "Distribution Date"), to the person in whose name this Certificate is registered at the close of business on the related Record Date, such Certificateholder's fractional undivided interest in the amount of distributions of the Term Assets to be distributed to Certificateholders on such Distribution Date. Unless an Extension Period is in effect, the Term Assets will pay interest on June 1 and December 1 of each year with the next interest payment date occurring on June 1, 2001. The principal of the Term Assets is scheduled to be paid on December 1, 2026. The distributions in respect of this Certificate are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts as set forth in the Series Trust Agreement. It is the intent of the Depositor and the Certificateholders that the Trust will be classified as a grantor trust under subpart E, Part I of subchapter J of the Internal Revenue Code of 1986, as amended. Except as otherwise required by appropriate taxing authorities, the Depository Participant or brokerage firm representing Depositor and the Trustee, by executing the Trust Agreement, and each Certificateholder, by acceptance of a Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Certificates for such Certificate Ownerstax purposes as interests in a grantor trust and the provisions of the Trust Agreement shall be interpreted to further this intention of the parties. Each Depository Participant Certificateholder, by its acceptance of a Certificate, covenants and agrees that such Certificateholder shall only transfer Book-Entry Certificates not, prior to the date which is one year and one day after the termination of the Trust Agreement, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Depositor under any federal or state bankruptcy, insolvency, reorganization or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. The Trust Agreement permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Trustee by manual signature, this Certificate Owners it represents shall not entitle the Holder hereof to any benefit under the Trust Agreement or of brokerage firms be valid for which it acts as agent in accordance with the Depository's normal proceduresany purpose.

Certificates. (a) The Depository, the Seller Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of the Closing Date October 7, 2005 (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date January 29, 2001 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

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

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

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

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

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date October 29, 1998 (the "Depository Agreement"). Except for the Residual Certificates, the Private Class 1-P and the Class 1-X Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Class 1-P Certificates, the Class 1-X Certificates, the Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, the Seller and the Trustee ------------ have entered into a Depository Agreement dated as of the Closing Date March 27, 1997 (the "Depository Agreement"). Except for the Residual Physical Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Book- Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.

Certificates. (a) The Depository, amounts due on each Remittance Date are limited to certain residual amounts remaining after all amounts due to the Seller and the Trustee have entered into a Depository Agreement dated as Holders of the Closing Date Certificates have been paid on such Remittance Date. The Mortgage Loans will be serviced by The Money Store Inc. (the "Depository Servicer") pursuant to the Pooling and Servicing Agreement"). Except The Pooling and Servicing Agreement permits the Servicer to enter into Subservicing Agreements with certain institutions eligible for appointment as Subservicers for the Residual Certificatesservicing and administration of certain Mortgage Loans. No appointment of any Subservicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate is limited in right of payment to certain collections and recoveries relating to the Mortgage Loans and amounts on deposit in the Certificate Account and the Spred Account as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Private Certificates Holder of any Certificate shall have the right which is absolute and unconditional to receive distributions to the Individual Certificates and as extent provided in Subsection 5.01(b)the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the Certificates shall at all times remain registered in consent of such Holder. The Pooling and Servicing Agreement provides that the name obligations created thereby will terminate upon the earlier to occur of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor distribution to the Depository; Certificateholders of all amounts required to be distributed to them thereunder and (ii) ownership and transfers at any time when a Qualified Liquidation of registration the Trust is effected; provided, however, that in no event shall the Trust continue beyond the expiration of such Certificates 21 years from the death of the survivor of the last lineal descendant of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the books Startup Date. Written notice of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed final distribution to be inconsistent if they are made with respect to different Certificate Owners; and each Class of Certificates shall be given by the Trustee to the Certificateholders of each Class after the Trustee determines that a final distribution is required to be made, specifying (vi) the Trustee may rely final Remittance Date upon which final distribution on each Class of Certificates will be made upon presentation and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all surrender of the Certificates of such Class at the office of the Trustee therein designated, (ii) the amount of any such final distribution and (iii) that the Record Date otherwise applicable to such Remittance Date is not applicable. The final distribution on any Certificate shall only be made upon presentation of such Certificate to the Trustee. As provided in the Pooling and Servicing Agreement, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the office designated as the location of the Register duly endorsed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of like Class, tenor and a like aggregate fractional undivided interest in the Trust Fund will be issued to the designated transferee or transferees. The undersigned Trustee is required to furnish certain information on each Remittance Date to the Holder of this Certificate, as more fully described in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, Certificates are exchangeable for new Certificates of the same Class as this Certificate in authorized denominations evidencing the same aggregate Percentage Interest. No service charge will be made for any such Classes request that registration of transfer or exchange, but the Registrar or the Trustee cause such Class may require payment of a sum sufficient to become Global Certificates, cover any tax or other governmental charge payable in connection therewith. The undersigned Trustee and any agent of the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Seller will take Trustee nor any such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates agent shall be made in accordance with affected by notice to the procedures established contrary. Unless the certificate of authentication hereon has been executed by the Depository Participant undersigned Trustee or brokerage firm representing such an Authenticating Agent, by manual signature, this Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents not be entitled to any benefit under the Agreement or of brokerage firms be valid for which it acts as agent in accordance with the Depository's normal proceduresany purpose.

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

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

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

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trustee. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the same day. The Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-3 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished followed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Clearing Agency for purposes of determining such priorities and limitations will take be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such action as matters will be final and binding on all affected persons. Individual Class A-3 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from MBIA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-3 Certificate which has requested a distribution may be reasonably required to cause withdraw its request by so notifying in writing the Depository to accept Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Class or Classes for trading if it may legally be so tradedBeneficial Owner's account. All transfers In the event that such account is maintained by Certificate Owners a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such respective Classes request, on a form required by the Clearing Agency, to the Trustee. If such notice of Book-Entry withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-3 Certificates and on such Distribution Date. In the event any Global requests for distributions in reduction of the principal balance of Class A-3 Certificates shall be made in accordance are rejected by the Trustee for failure to comply with the procedures established by requirements of this Section 4.07, the Depository Trustee shall return such request to the appropriate Clearing Agency Participant or brokerage firm representing with a copy to the Clearing Agency with an explanation as to the reason for such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresrejection.