Common use of Mutilated, Destroyed, Lost or Stolen Certificates Clause in Contracts

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or (ii) the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by them it to save each of them and the Trust it harmless, then, in the absence of notice to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and or, if a Paying Agent has been appointed under Section 4.05, the Trustee or any Authenticating Agent Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor and Class. Upon the issuance of any new Certificate under this Section 5.04Section, the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in REMIC II (or with respect the distributions to which the Certificateholders of such Class R Certificatesare entitled, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership a beneficial interest in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) Trust as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee Trust Administrator or any the Authenticating Agent, or (ii) the Trustee Trust Administrator or any the Authenticating Agent receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee Trust Administrator or any the Authenticating Agent such security or indemnity as may be required by them to save hold each of them and the Trust harmless, then, in the absence of notice to the Trustee Trust Administrator or any the Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee Trust Administrator shall execute and authenticate (or cause the Trustee or any Authenticating Agent shall authenticate to authenticate) and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance tenor and principal portion or Percentage Interest as applicableand of the same Class. Upon the issuance of any new Certificate under this Section 5.04Section, the Trustee Trust Administrator or any Authenticating Agent the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses expense (including the fees and expenses of the Trustee Trust Administrator or any the Authenticating Agent) connected in connection therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Estate, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen, or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee Registrar or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Certificate Principal Balance or Percentage Fractional Undivided Interest as applicableand bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.07, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.07 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II I (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC III) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R R-1 Certificates, the residual ownership interests in the REMIC I and REMIC IITrust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee Securities Administrator or any Authenticating Agentthe Certificate Registrar, or (ii) the Trustee or any Authenticating Agent receives Securities Administrator and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Securities Administrator, the Trustee or any Authenticating Agent and the Certificate Registrar such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to actual knowledge by the Trustee Securities Administrator or any Authenticating Agent the Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Trustee Securities Administrator shall execute and cause the Trustee or any Authenticating Agent shall Certificate Registrar to authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like Certificate Principal Balance or tenor and Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under pursuant to this Section 5.04Section, the Trustee or any Authenticating Agent Securities Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating AgentCertificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the destroyed, lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent (and in the case of the Class C Certificates and the Class P Certificates, the NIMS Insurer) that such Certificate has been acquired by a protected purchaser, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership a beneficial interest in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) Trust as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentRegistrar, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Certificate Principal Balance or Percentage Interest as applicableFractional Undivided Interest. Upon In connection with the issuance of any new Certificate under this Section 5.043.07, the Trustee or any Authenticating Agent may shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.07 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R Certificatesrelated Trust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R R-1 Certificates, the residual ownership interests in the REMIC I and REMIC IITrust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R R-1 and Class R-2 Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC IIII Trust Fund, respectively) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee Securities Administrator or any Authenticating Agentthe Certificate Registrar, or (ii) the Trustee Securities Administrator or any Authenticating Agent the Certificate Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any CertificateCertificate and of the ownership thereof, and (ii) there is delivered to Securities Administrator or the Trustee or any Authenticating Agent Certificate Registrar such security or indemnity as may be required by them it to save each of them and the Trust it harmless, then, in the absence of notice to actual knowledge by the Trustee Securities Administrator or any Authenticating Agent the Certificate Registrar that such Certificate has been acquired by a protected purchaser, the Trustee Securities Administrator, shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like Certificate Principal Balance or denomination and Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04Section, the Trustee Securities Administrator or any Authenticating Agent the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee Securities Administrator or any Authenticating Agentthe Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the applicable REMIC II (or with respect to the Class R Certificatescreated hereunder, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II III (or with respect to the Class R Certificates, the residual ownership interests in REMIC I I, REMIC II and REMIC IIIII) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentRegistrar, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected BONA FIDE purchaser, and PROVIDED, HOWEVER, that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates of like Certificate Principal Balance or Percentage series, in authorized denominations and of like Fractional Undivided Interest as applicableand bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.06, the Trustee or any Authenticating Agent may shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.06 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R Certificatesrelated Trust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC IIII Trust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R Certificates, the residual ownership interests in the REMIC I Trust Fund, REMIC II Trust Fund and REMIC IIIII Trust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee Registrar or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected bona fide purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates of like Certificate Principal Balance or Percentage series, in authorized denominations and of like Fractional Undivided Interest as applicableand bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.06, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.06 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R Certificatesrelated Trust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.044.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 4.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their satisfaction in the form of a certification by the holder thereof of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save the Trust and each of them and the Trust harmless, then, in the absence of actual notice to the Trustee or any Authenticating Transfer Agent and Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Trustee Company shall execute and and, upon the written request of the Company, the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage tenor and aggregate Fractional Undivided Interest as applicableand bearing a number that is not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating the Transfer Agent and Registrar may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand Transfer Agent and Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R Certificates, the residual ownership interests interest in the REMIC I Trust Fund and REMIC IIII Trust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentRegistrar, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Registrar and the Pass Through Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Pass Through Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in the applicable jurisdiction are met, the Pass Through Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate in an authorized denomination of like Certificate Principal Balance or Percentage Fractional Undivided Interest as applicablewith the same final Regular Distribution Date and bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.08, the Pass Through Trustee or any Authenticating Agent may shall require the payment by the Certificateholders of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Pass Through Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.08 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R CertificatesTrust Property, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Class A-3 Certificates, MBIA) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia)(i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Depositor and the Trustee or any Authenticating Agent receives receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, Certificate and of the ownership thereof and (b) there is delivered to the Trustee or any Authenticating Agent and the Depositor such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to receipt by either the Trustee or any Authenticating Agent the Depositor of written notice that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest tenor, form, terms and principal amount, as applicable, bearing a number not contemporaneously Outstanding, so that neither gain nor loss in interest shall result from such exchange or substitution. Upon the issuance of any new Certificate under this Section 5.044.03, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating AgentTrustee) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 4.03 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, rights of a Holder of the residual ownership interests in REMIC I and REMIC II) originally issued Certificate as if such duplicate Certificate was originally issued, whether or not the lost, stolen or destroyed Certificate shall be, at any time, enforceable by anyone and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates of the respective Class, if any, duly issued hereunder. All Certificates surrendered to he Trustee under the terms of this Section 4.03 shall be cancelled and destroyed by the Trustee in accordance with its standard procedures without liability on its part. The provisions of this Section 4.03 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be found at any timeCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate (together, in the case of Bearer Certificates, with all unmatured Coupons, if any, pertaining thereto) is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that a BONA FIDE purchaser having possession of such Certificate has been acquired by a protected purchaserCertificate, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver(unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and in an aggregate amount equal to the portion of the Certificate Principal Balance represented by such mutilated, destroyed, lost or Percentage Interest as applicablestolen Certificate. Upon In connection with the issuance of any new Certificate under this Section 5.04SECTION 5.4, the Trustee or any Authenticating the Transfer Agent and Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Transfer Agent and Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 SECTION 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentRegistrar, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and PROVIDED, HOWEVER, that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates of like Certificate Principal Balance or Percentage series, in authorized denominations and of like Fractional Undivided Interest as applicableand bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.06, the Trustee or any Authenticating Agent may shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.06 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R Certificatesrelated Trust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee Registrar or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected bona fide purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates of like Certificate Principal Balance or Percentage series, in authorized denominations and of like Fractional Undivided Interest as applicableand bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.07, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.07 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R Certificatesrelated Trust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section 3.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R R-1 Certificates, the residual ownership interests interest in the REMIC I and REMIC IITrust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or (ii) the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by them it to save each of them and the Trust it harmless, then, in the absence of notice to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and or, if a Paying Agent has been appointed under Section 4.05, the Trustee or any Authenticating Agent Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor and Class. Upon the issuance of any new Certificate under this Section 5.04Section, the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section 5.04 shall constitute 44 complete and indefeasible evidence of ownership of the Percentage Interest in REMIC II (or with respect the distributions to which the Certificateholders of such Class R Certificatesare entitled, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentSecurities Administrator, or (ii) the Trustee or any Authenticating Agent Securities Administrator receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and of the ownership thereof and (b) there is delivered to the Trustee or Securities Administrator and the Securities Administrator (and with respect to any Authenticating Agent Class I-A-2 Certificates, to the Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent Securities Administrator that such Certificate has been acquired by a protected bona fide purchaser, the Trustee Securities Administrator shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Class, tenor and Percentage Interest as applicableInterest. Upon In connection with the issuance of any new Certificate under this Section 5.047.03, the Trustee or any Authenticating Agent Securities Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating AgentSecurities Administrator) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 7.03 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. All Certificates surrendered to the Securities Administrator under the terms of this Section 7.03 shall be canceled and destroyed by the Securities Administrator in accordance with its standard procedures without liability on its part.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee Trust Administrator or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent Trust Administrator receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to each of the Trustee or any Authenticating Agent Trustee, the Trust Administrator and the Certificate Insurer such security or indemnity (provided that an unsecured letter of indemnity in a form reasonably satisfactory to the Trustee and the Trust Administrator from a Holder which is an insurance company having long-term unsecured debt which is rated at least investment grade (or having a comparable claim-paying ability rating) and having a minimum net worth of $100,000,000 shall satisfy such requirement) as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to actual knowledge by a Responsible Officer of the Trustee or any Authenticating Agent the Trust Administrator that such Certificate has been acquired by a protected bona fide purchaser, the Trustee Trustee, or the Trust Administrator on behalf of the Trustee, shall execute and the Trustee or any Authenticating Agent the Trust Administrator shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like Certificate Principal Balance or denomination and Percentage Interest as applicableInterest. Upon the issuance 106 of any new Certificate under this Section 5.04Section, the Trustee or any Authenticating Agent Trust Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating AgentTrust Administrator and the Trustee) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II I (or with respect to 76 the Class R Certificates, the residual ownership interests in REMIC I and REMIC III) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R Certificates, the residual ownership interests in the REMIC I Trust Fund, REMIC II Trust Fund and REMIC IIIII Trust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their its, satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee or any Authenticating Agent such security or indemnity as may be required by them and NAFCO to save hold each of them and them, the Trust and NAFCO harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, NAFCO shall execute and, upon the request of NAFCO, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, destroyed lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableClass, Series, tenor, terms and principal amount and bearing a number that is not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.046.04, the Trustee or any Authenticating the Transfer Agent and Registrar may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Trustee or any Authenticating Agentand Transfer Agent and Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 6.04 shall constitute complete conclusive and indefeasible evidence of ownership of an interest in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any timeand all Certificates of the same Class and Series that are duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC III) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any ------------------------------------------------- mutilated Certificate is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) and the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee or any Authenticating Agent such security or indemnity as may be required by them (which unsecured agreement of indemnity by an institutional Certificateholder shall be sufficient for such purposes) to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor and aggregate Undivided Interest. Upon In connection with the issuance of any new Certificate under this Section 5.046.4, the Trustee or any Authenticating the Transfer Agent and Registrar may require the ----------- payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Transfer Agent and Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 6.4 shall ----------- constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R R-1 Certificates, the residual ownership interests interest in the REMIC I and REMIC IITrust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R R-1 and Class R-2 Certificates, the residual ownership interests in 113 the REMIC I Trust Fund and REMIC IIII Trust Fund, respectively) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such 119 mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a 131 sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R R-1 Certificates, the residual ownership interests in the REMIC I and REMIC IITrust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If ------------ ------------------------------------------------- (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R R-1 and Class R-2 Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC IIII Trust Fund, respectively) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) ------------------------------------------------- any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and Registrar and Trustee or any Authenticating Agent such security or indemnity as may be required by them and Transferor to save hold each of them and them, the Trust and Transferor harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee Transferor shall execute and and, upon the request of Transferor, Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor, terms and principal amount and bearing a number that is not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.04section, the Trustee or any Authenticating the Transfer Agent and Registrar may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Trustee or any Authenticating Agentand Transfer Agent and Xxxxxxxxx) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 section shall constitute complete conclusive and indefeasible evidence of ownership of an interest in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any timeand all Certificates of the same class and Series that are duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any ------------------------------------------------- mutilated Certificate is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) and the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee or any Authenticating Agent such security or indemnity as may be required by them (which unsecured agreement of indemnity by an institutional Certificateholder shall be sufficient for such purposes) to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor and aggregate Undivided Interest. Upon In connection with the issuance of any new Certificate under this Section 5.046.4, the Trustee or any Authenticating the Transfer Agent and Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Transfer Agent and Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 6.4 shall constitute complete compete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent and the Certificate Insurer (in the case of a Class A Certificate) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) Trust Fund as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Class A-5 Certificates, MBIA) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, MBIA) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R R-1 and Class R-2 Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC IIII Trust Fund, respectively) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time. Section 5.05.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any Certificate becomes mutilated, destroyed, lost or stolen, then upon the written request of the holder thereof, the Trustee will execute and deliver to such holder a new Certificate. Such new Certificate will be: (i) any mutilated registered in the name in which such mutilated, destroyed, lost or stolen Certificate is surrendered to the Trustee or any Authenticating Agent, or was registered; (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such same original Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any Amount as such mutilated, destroyed, lost or stolen Certificate; and (iii) dated the date of such mutilated, a new destroyed, lost or stolen Certificate. If the Certificate being replaced has become mutilated, it will be surrendered to the Trustee and canceled. If the Certificate being replaced has been destroyed, lost or stolen, the holder thereof will furnish to the Trustee such security or indemnity as reasonably may be required by it to save the Trustee harmless from any loss and evidence satisfactory to the Trustee of like the destruction, loss or theft of such Certificate Principal Balance or Percentage Interest as applicableand the ownership thereof. Upon the issuance of any new Certificate under this Section 5.04request, the Trust Agreement Proprietary & Confidential Trustee or any Authenticating Agent may require will advise the payment affected Certificate Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto (i) the aggregate Certificate Amount of, and any other expenses (including the fees aggregate accrued and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificatesunpaid Distributions on, the residual ownership interests in REMIC I and REMIC II) as if originally issuedsuch mutilated, whether or not the destroyed, lost or stolen Certificate shall be found that were paid to any holder thereof at any timetime prior to the delivery of such new Certificate; and (ii) the date on which Distributions in respect of such mutilated, destroyed, lost or stolen Certificate had been paid to any holder thereof at the time of such delivery.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.. 104

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.. 125

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate (together, in the case of Bearer Certificates, with all unmatured Coupons (if any) appertaining thereto) is surrendered to the Trustee or any Authenticating Transfer Agent, or (ii) the Trustee or any Authenticating Transfer Agent receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and the Master Trust Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Master Trust Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Seller shall execute, the Master Trust Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliverthe Transfer Agent shall deliver (in the case of Bearer Certificates, outside the United States), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor and aggregate fractional undivided interest. Upon In connection with the issuance of any new Certificate under this Section 5.046.04, the Master Trust Trustee or any Authenticating the Transfer Agent may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Master Trust Trustee or any Authenticating and Transfer Agent) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 6.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesMaster Trust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in 156 relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R R-1 Certificates, the residual ownership interests in the REMIC I and REMIC IITrust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that 109 may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) Trust Fund as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R Certificates, the residual ownership interests in the REMIC I Trust Fund, REMIC II Trust Fund and REMIC IIIII Trust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.. 113

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentCertificate Registrar, or (ii) the Trustee or any Authenticating Agent Certificate Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee or any Authenticating Agent Certificate Registrar such security or indemnity as may be required by them it to save each of them it, the Trustee, the Special Servicer and the Trust Master Servicer harmless, then, in the absence of notice to actual knowledge by a Responsible Officer of the Trustee or any Authenticating Agent Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any the Authenticating Agent shall authenticate and the Certificate Registrar shall deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like Certificate Principal Balance or tenor and Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating AgentCertificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership of the corresponding interest in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other 77 expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent and the Certificate Insurer such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) Trust Fund as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee Registrar or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected bona fide purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates of like Certificate Principal Balance or Percentage class, in authorized denominations and of like Fractional Undivided Interest as applicableand bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.07, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.07 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R Certificatesrelated Trust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section 3.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Class A-9 Certificates, MBIA) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.Authenticating

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any 128 Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any 112 Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall 84 authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) ------------------------------------------------- any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) and the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee or any Authenticating Agent such security or indemnity as may be required by them (which unsecured agreement of indemnity by an institutional Certificateholder shall be sufficient for such purposes) to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor and aggregate Undivided Interest. Upon In connection with the issuance of any new Certificate under this Section 5.046.4, the ----------- Trustee or any Authenticating the Transfer Agent and Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Transfer Agent and Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 6.4 ----------- shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.. 127

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall 91 authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R Certificates, the residual ownership interests interest in the REMIC I Trust Fund and REMIC IIII Trust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any the Authenticating Agent, or (ii) the Trustee or any the Authenticating Agent (and MBIA in the case of the Class A-12 Certificates) receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee or any the Authenticating Agent (and MBIA in the case of the Class A-12 Certificates) such security or indemnity as may be required by them to save hold each of them and the Trust harmless, then, in the absence of notice to the Trustee or any the Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and authenticate (or cause the Trustee or any Authenticating Agent shall authenticate to authenticate) and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance tenor and principal portion or Percentage Interest as applicableand of the same Class. Upon the issuance of any new Certificate under this Section 5.04Section, the Trustee or any Authenticating Agent the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses expense (including the fees and expenses of the Trustee or any the Authenticating Agent) connected in connection therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Estate, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen, or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.. 95

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Class A-7 Certificates, MBIA) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.045.4, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or (ii) the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by them it to save each of them and the Trust it harmless, then, in the absence of notice to the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and or, if a Paying Agent has been appointed under Section 4.05, the Trustee or any Authenticating Agent Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor and Class. Upon the issuance of any new Certificate under this Section 5.04Section, the Trustee or any Authenticating or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent may require of the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in REMIC II (or with respect the distributions to which the Certificateholders of such Class R Certificatesare entitled, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law. Section 4.04.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any 100 Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any the Authenticating Agent, or (ii) the Trustee or any the Authenticating Agent (and MBIA in the case of the Class A-5 Certificates) receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee or any the Authenticating Agent such security or indemnity as may be required by them to save hold each of them and the Trust harmless, then, in the absence of notice to the Trustee or any the Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and authenticate (or cause the Trustee or any Authenticating Agent shall authenticate to authenticate) and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance tenor and principal portion or Percentage Interest as applicableand of the same Class. Upon the issuance of any new Certificate under this Section 5.04Section, the Trustee or any Authenticating Agent the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses expense (including the fees and expenses of the Trustee or any the Authenticating Agent) connected in connection therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Estate, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen, or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Trustee or any Authenticating Agent, or (ii) the Certificate Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Certificate Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Certificate Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Certificate Trustee shall execute and the Certificate Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableFractional Undivided Interest. Upon the issuance of any new Certificate under this Section 5.04, the Certificate Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.connected

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee Registrar or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable 31 -26- jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Certificate Principal Balance or Percentage Fractional Undivided Interest as applicableand bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.07, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.07 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) ------------------------------------------------- any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) and the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee or any Authenticating Agent such security or indemnity as may be required by them (which unsecured agreement of indemnity by an institutional Certificateholder shall be sufficient for such purposes) to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicabletenor and aggregate Undivided Interest. Upon In connection with the issuance of any new Certificate under this Section 5.046.4, the Trustee or any Authenticating the Transfer Agent and ----------- Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Transfer Agent and Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 6.4 shall constitute complete and indefeasible evidence of ----------- ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R R-1 and Class R-2 Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC IIII Trust Fund, respectively) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of 101 any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R R-1 and Class R-2 Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC IIII Trust Fund, respectively) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate (together, in the case of Bearer Certificates, with all unmatured Coupons, if any, pertaining thereto) is surrendered to the Trustee or any Authenticating AgentTransfer Agent and Registrar, or (ii) the Trustee or any Authenticating Transfer Agent and Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate 60 and (b) there is delivered to the Transfer Agent and Registrar and the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that a BONA FIDE purchaser having possession of such Certificate has been acquired by a protected purchaserCertificate, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver(unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and in an aggregate amount equal to the portion of the Certificate Principal Balance represented by such mutilated, destroyed, lost or Percentage Interest as applicablestolen Certificate. Upon In connection with the issuance of any new Certificate under this Section 5.04SECTION 5.4, the Trustee or any Authenticating the Transfer Agent and Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Transfer Agent and Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 SECTION 5.4 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) ------------------------------------------------- any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R R-1 Certificates, the residual ownership interests in the REMIC I and REMIC IITrust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III Trust Fund (or with respect to the Class R R-1 and Class R-2 Certificates, the residual ownership interests in 136 the REMIC I Trust Fund and REMIC IIII Trust Fund, respectively) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II I (or with respect to the Class R [_____] Certificates, the residual ownership interests in REMIC I and REMIC III) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee Registrar or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent Registrar receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or any Authenticating Agent such security or indemnity bond, as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Registrar or the Trustee or any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a protected bona fide purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized 43 -36- denominations and of like Certificate Principal Balance or Percentage Fractional Undivided Interest as applicableand bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this Section 5.043.07, the Trustee or any Authenticating Agent may shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agentand the Registrar) connected therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 3.07 shall constitute complete and indefeasible conclusive evidence of ownership the appropriate Fractional Undivided Interest in REMIC II (or with respect to the Class R CertificatesTrust, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentSecurities Administrator, or (ii) the Trustee or any Authenticating Agent Securities Administrator receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, Certificate and of the ownership thereof and (b) there is delivered to the Trustee or Securities Administrator and the Securities Administrator (and with respect to any Authenticating Agent Class A-5 Certificates to the Class A-5 Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent Securities Administrator that such Certificate has been acquired by a protected bona fide purchaser, the Trustee Securities Administrator shall execute and the Trustee or any Authenticating Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Class, tenor and Percentage Interest as applicableInterest. Upon In connection with the issuance of any new Certificate under this Section 5.047.03, the Trustee or any Authenticating Agent Securities Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating AgentSecurities Administrator) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 7.03 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesTrust Fund, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found at any time. All Certificates surrendered to the Securities Administrator under the terms of this Section 7.03 shall be canceled and destroyed by the Securities Administrator in accordance with its standard procedures without liability on its part.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II III 106 Trust Fund (or with respect to the Class R R-1 and Class R-2 Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC IIII Trust Fund, respectively) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent (and with respect to the Insured Certificates, the Certificate Insurer) such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the REMIC II Trust Fund (or with respect to the Class R Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC IIII Trust Fund) as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ia) any mutilated Certificate is surrendered to the Trustee or any Authenticating AgentTrustee, or (ii) if the Trustee or any Authenticating Agent receives evidence to their its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or any Authenticating Agent such security or indemnity 57 69 as may be required by them it and TRI to save hold each of them and the Trust harmless, thenthen TRI shall execute, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance terms and principal amount; provided that an unsecured agreement of indemnity, in form and substance satisfactory to the Trustee and TRI, shall satisfy the requirements of clause (b) of this sentence if the maker of such agreement (or Percentage Interest as applicableits guarantor) has a senior actual or implied debt rating or claims paying rating from the Rating Agency of not less than A, provided that in any case when the Trustee is expected to rely on an implied debt rating or claims paying rating, the Trustee shall have reasonable means to verify such implied rating. Upon In connection with the issuance of any new Certificate Certificates under this Section 5.04Section, the Trustee or any Authenticating Agent may require payment by the payment Investor of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Trustee or any Authenticating AgentTrustee) connected in connection therewith. Any replacement duplicate Certificate issued pursuant to this Section 5.04 shall constitute complete conclusive and indefeasible evidence of ownership of an interest in REMIC II (or with respect to the Class R CertificatesTransferred Assets, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost lost, stolen or stolen destroyed Certificate shall be found enforceable by anyone. If, at any timetime after the Trustee has given notice to the Investors of the date on which final payment of principal is to be made with respect to all then-outstanding Certificates in connection with the end of the Liquidation Period, (A) the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (B) the holder of such Certificate delivers to the Trustee such security or indemnity as may be required by it and TRI to hold the Trustee and TRI harmless, then, in the absence of notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, final payment of principal shall be made to such holder without any presentation or surrender of the Certificate with respect to which such indemnity shall have been provided.

Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicableInterest. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R CertificatesMortgage Trust Fund, the residual ownership interests in REMIC I and REMIC II) First Level Certificate Trust Fund or the Certificate Trust Fund, as applicable, as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.