Common use of of the Agreement Clause in Contracts

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer and Servicer, the NIMS Insurer (if any), the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates evidencing in the aggregate not less than entitled to at least 66-2/3% of the Percentage Interests of each Class of Certificates affected therebyVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeTrustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only as registered Certificates without coupons in Classes and in denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchangeexchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewithwith any transfer or exchange of Certificates. The CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee NIMS Insurer (if any) or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Trustee nor Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii) the Trust Fund (or purchase by the disposition party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all REO Property the Mortgage Loans and all property acquired in respects hereof)respect of such Mortgage Loans. The Agreement permits, but does not require, the Majority Class C Certificateholder party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO PropertyAgreement. The exercise of such right will effect early retirement of the Certificates; providedhowever, that any such option may only be exercised if right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans as at the time of the Distribution Date upon which the proceeds of any such purchase are distributed is being less than ten percent 10% of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the TrusteeCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee with the consent of the NIMS Insurer and the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Certificate Registrar Trustee and any agent of the Company, the Master Servicer, the Trustee Securities Administrator, the Servicer or the Certificate Registrar Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in Servicer or its designee (or if the Class C Certificates (Servicer fails to exercise such option, the "Majority Class C Certificateholder"NIMS Insurer) or the Master Servicer from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder Servicer, or, if the Servicer does not exercise this right, the NIMS Insurer, or the Master Servicer to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on or after the first Distribution Date on which the aggregate unpaid balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to a purchase by the Servicer or the NIMS Insurer, or on or after the first Distribution Date upon on which the proceeds aggregate unpaid principal balance of any such purchase are distributed the Mortgage Loans is less than ten or equal to five percent of the aggregate Stated Principal Balance of the Mortgage Loans at as of the Cut-off DateDate with respect to a purchase by the Master Servicer. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect, thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Certificate Registrar Trustee and any agent of the Company, the Master Servicer, the Trustee Securities Administrator, the Servicer or the Certificate Registrar Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in Servicer or its designee or the Class C Certificates (the "Majority Class C Certificateholder") Master Servicer from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder Servicer or the Master Servicer to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on or after the first Distribution Date on which the aggregate unpaid balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to a purchase by the Servicer, or on or after the first Distribution Date upon on which the proceeds aggregate unpaid principal balance of any such purchase are distributed the Mortgage Loans is less than ten or equal to five percent of the aggregate Stated Principal Balance of the Mortgage Loans at as of the Cut-off DateDate with respect to a purchase by the Master Servicer. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Certificate Registrar Trustee and any agent of the Company, the Master Servicer, the Trustee Securities Administrator, the Servicer or the Certificate Registrar Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in Servicer or its designee (or if the Class C Certificates (Servicer fails to exercise such option, the "Majority Class C Certificateholder"NIMS Insurer) or the Master Servicer from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder Servicer, or, if the Servicer does not exercise this right, the NIMS Insurer, or the Master Servicer to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on or after the first Distribution Date on which the aggregate unpaid balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to a purchase by the Servicer or the NIMS Insurer, or on or after the first Distribution Date upon on which the proceeds aggregate unpaid principal balance of any such purchase are distributed the Mortgage Loans is less than ten or equal to five percent of the aggregate Stated Principal Balance of the Mortgage Loans at as of the Cut-off DateDate with respect to a purchase by the Master Servicer. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer and Servicer, the NIMS Insurer (if any), the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates evidencing in the aggregate not less than entitled to at least 66-2/3% of the Percentage Interests of each Class of Certificates affected therebyVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeTrustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only as registered Certificates without coupons in Classes and in denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchangeexchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewithwith any transfer or exchange of Certificates. The CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee NIMS Insurer (if any) or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Trustee nor Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii) the Trust Fund (or purchase by the disposition party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all REO Property the Mortgage Loans and all property acquired in respects hereof)respect of such Mortgage Loans. The Agreement permits, but does not require, the Majority Class C Certificateholder party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO PropertyAgreement. The exercise of such right will effect early retirement of the Certificates; providedhowever, that any such option may only right cannot be exercised if until the aggregate Stated Principal Balance Optional Termination Date. The recitals contained herein shall be taken as statements of the Mortgage Loans as of Depositor and the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off DateTrustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the TrusteeCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The CompanyDepositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the CompanyDepositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by (A) the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") or (B) GMAC Mortgage Corporation from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder or GMAC Mortgage Corporation to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent (in the case of the Majority Class C Certificateholder) or five percent (in the case of GMAC Mortgage Corporation) of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates evidencing in the aggregate not less than entitled to at least 66-2/3% of the Percentage Interests of each Class of Certificates affected therebyVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeTrustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only as registered Certificates without coupons in Classes and in denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchangeexchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewithwith any transfer or exchange of Certificates. The CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Trustee nor Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii) the Trust Fund (or purchase by the disposition party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all REO Property the Mortgage Loans and all property acquired in respects hereof)respect of such Mortgage Loans. The Agreement permits, but does not require, the Majority Class C Certificateholder party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO PropertyAgreement. The exercise of such right will effect early retirement of the Certificates; providedhowever, that any such option may only right cannot be exercised if until the aggregate Stated Principal Balance Optional Termination Date. The recitals contained herein shall be taken as statements of the Mortgage Loans as of Depositor and the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off DateTrustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the TrusteeCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Certificate Registrar Trustee and any agent of the Company, the Master Servicer, the Trustee Securities Administrator, the Servicer or the Certificate Registrar Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in Servicer or its designee or the Class C Certificates (the "Majority Class C Certificateholder") Master Servicer from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder Servicer or the Master Servicer to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on or after the first Distribution Date on which the aggregate unpaid balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to a purchase by the Servicer, or on or after the first Distribution Date upon on which the proceeds aggregate unpaid principal balance of any such purchase are distributed the Mortgage Loans is less than ten or equal to five percent of the aggregate Stated Principal Balance of the Mortgage Loans at as of the Cut-off DateDate with respect to a purchase by the Master Servicer. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer and Servicer, the NIMS Insurer (if any), the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates evidencing in the aggregate not less than entitled to at least 66-2/3% of the Percentage Interests of each Class of Certificates affected therebyVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeTrustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only as registered Certificates without coupons in Classes and in denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchangeexchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewithwith any transfer or exchange of Certificates. The CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee NIMS Insurer (if any) or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Trustee nor Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii) the Trust Fund (or purchase by the disposition party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all REO Property the Mortgage Loans and all property acquired in respects hereof)respect of such Mortgage Loans. The Agreement permits, but does not require, the Majority Class C Certificateholder party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any Agreement. The exercise of such option may only be exercised if the aggregate Stated Principal Balance right will effect early retirement of the Mortgage Loans as of the Distribution Date upon which the proceeds of any Certificates; however, such right to purchase are distributed is less than ten percent of subject to the aggregate Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off DateDate and the Original Pre-Funded Amounts. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the TrusteeCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Optional Termination Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") or its assignee or designee from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer and the Trustee and the rights of the Certifrcateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The CompanyDepositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the CompanyDepositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer and Servicer, the NIMS Insurer (if any), the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates evidencing in the aggregate not less than entitled to at least 66-2/3% of the Percentage Interests of each Class of Certificates affected therebyVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeTrustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only as registered Certificates without coupons in Classes and in denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor, (ii) the transfer of any such Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor). In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee and the Certificate Registrar shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Certificate Registrar or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to affect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Certificate Registrar and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. No service charge will be made for any such registration of transfer or exchangeexchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewithwith any transfer or exchange of Certificates. The CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee NIMS Insurer (if any) or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Trustee nor Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii) the Trust Fund (or purchase by the disposition party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all REO Property the Mortgage Loans and all property acquired in respects hereof)respect of such Mortgage Loans. The Agreement permits, but does not require, the Majority Class C Certificateholder party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any Agreement. The exercise of such option may only be exercised if the aggregate Stated Principal Balance right will effect early retirement of the Mortgage Loans as of the Distribution Date upon which the proceeds of any Certificates; however, such right to purchase are distributed is less than ten percent of subject to the aggregate Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off DateDate and the Original Pre-Funded Amounts. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the TrusteeCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and Servicer, the Securities Administrator, the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Certificate Registrar Trustee and any agent of the Company, the Master Servicer, the Trustee Securities Administrator, the Servicer or the Certificate Registrar Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in Servicer or its designee or the Class C Certificates (the "Majority Class C Certificateholder") Master Servicer from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder Servicer, or, of the Servicer does not exercise this right, the Master Servicer to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on or after the first Distribution Date on which the aggregate unpaid balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to a purchase by the Servicer, or on or after the first Distribution Date upon on which the proceeds aggregate unpaid principal balance of any such purchase are distributed the Mortgage Loans is less than ten or equal to five percent of the aggregate Stated Principal Balance of the Mortgage Loans at as of the Cut-off DateDate with respect to a purchase by the Master Servicer. Unless the certificate of authentication hereon has been executed by the TrusteeSecurities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Trustee shall distribute from the Certificate Account, to the extent of available funds, on the 25th day of each calendar month, or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (the "Distribution Date"), commencing [____________], 199[_], to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (each a "Record Date"), distributions of interest in an amount equal to the Class S Interest Distribution Amount for such Distribution Date. Not later than each Distribution Date, the Trustee will send to each Certificateholder a statement containing information relating to the Mortgage Loans and payments made to Certificateholders. Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if such Holder holds all of the Certificates of this Class, by wire transfer in immediately available funds to the account of such Certificateholder designated in writing to the Trustee at least five Business Days prior to the applicable Record Date. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. The Agreement permits, with certain exceptions as therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the Company, the Master Servicer Seller and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Seller and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66- 2/3% of the Voting Rights of all the Certificates; provided, however, that no such amendment may (i) reduce in any manner the aggregate amount of, delay the timing of or change the manner in which payments received on Mortgage Loans are required to be distributed in respect of any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of a Class of Certificates in a manner other than in (i) above without the consent of the Holders of Certificates evidencing not less than 66-2/3% of the Percentage Interests Voting Rights of each such Class and (iii) reduce the aforesaid percentages of Voting Rights, the holders of which are required to consent to any such amendment, without the consent of 100% of the Holders of Certificates of the Class affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof Seller and the Trustee to amend certain terms and conditions set forth in certain circumstances the Agreement without the consent of Holders of the Certificates. At any time that any of the Class A Certificates are outstanding, 98% of all Voting Rights will be allocated to the Holders of any of the Certificates andClass A certificates, in certain additional circumstancesproportion to their then outstanding Certificate Principal Balances, without the consent 1% of all Voting Rights will be allocated to the Holders of certain Classes the Class S Certificates and 1% of all Voting Rights will be allocated to the Holders of the Class R Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in on the Certificate Register upon surrender of this Certificate for registration of transfer at the offices office or agencies appointed by agency of the TrusteeTrustee designated therefor, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in a form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and of authorized denominations, and for the same aggregate Percentage Interest interest in the Trust Fund will be issued to the designated transferee or transferees. The Class S Certificates are issuable only as will be issued in fully registered Certificates without coupons form in Classes minimum Percentage Interests of 20% and in denominations specified in the Agreementintegral multiples thereof. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are this Certificate is exchangeable for one or more new Certificates of authorized denominations evidencing the same Class and of authorized Percentage Interests evidencing a like aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration registrations of transfer transfers or exchangeexchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent thereof shall be affected by notice to the contrary. This Certificate shall be governed by The obligations and construed in accordance with the laws responsibilities of the State of New York. The obligations Seller and the Trustee created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall will terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (ia) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C R Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property all property acquired in respect thereof remaining in the Trust Fundof such Mortgage Loans, thereby effecting early retirement of the Certificates and Certificates, or (iib) the final payment maturity or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or and the disposition of all REO Property property acquired upon foreclosure or deed in respects hereof)lieu of foreclosure of any Mortgage Loan. The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as As provided in the Agreement Agreement, the right to purchase all remaining Mortgage Loans an all REO Property; providedpursuant to clause (a) above shall be conditioned upon the unpaid Principal Balances of such Mortgage Loans, that any such option may only be exercised if at the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds time of any such purchase are distributed is repurchase, aggregating less than ten percent or equal to 5% of the aggregate Stated Principal Balance Balances thereof as of the Mortgage Loans at the Cut-off Date. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. If the terms hereof are inconsistent with the Agreement, the Agreement shall control. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose. The recitals contained herein shall be taken as statements of the Seller and not of the Trustee. The Trustee assumes no responsibility for the correctness of the statements contained in this Certificate and makes no representation as to the validity or sufficiency of the Agreement, this Certificate, any Mortgage Loan or any related document.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect, thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on the earlier of the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten twenty percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date, and the Distribution Date occurring in February 2013. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by (A) the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") or (B) GMAC Mortgage Corporation from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder or GMAC Mortgage Corporation to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent (in the case of the Majority Class C Certificateholder) or five percent (in the case of GMAC Mortgage Corporation) of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any such option may only be exercised if on the earlier of the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten twenty percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date, and the Distribution Date occurring in February 2013. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any such option may only be exercised if on the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect, thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on the earlier of (i) on and after the Distribution Date occurring in January 2006, the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten twenty percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off DateDate and (ii) the Distribution Date occurring in July 2013. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Trustee shall distribute from the Certificate Account, to the extent of available funds, on the 25th day of each calendar month, or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (the "Distribution Date"), commencing April 27, 1998, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (each a "Record Date"), distributions of interest in an amount equal to the Class S Interest Distribution Amount for such Distribution Date. Not later than each Distribution Date, the Trustee will send to each Certificateholder a statement containing information relating to the Mortgage Loans and payments made to Certificateholders. Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if such Holder holds all of the Certificates of this Class, by wire transfer in immediately available funds to the account of such Certificateholder designated in writing to the Trustee at least five Business Days prior to the applicable Record Date. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. The Agreement permits, with certain exceptions as therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the Company, the Master Servicer Depositor and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Depositor and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66- 2/3% of the Voting Rights of all the Certificates; provided, however, that no such amendment may (i) reduce in any manner the aggregate amount of, delay the timing of or change the manner in which payments received on Mortgage Loans are required to be distributed in respect of any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of a Class of Certificates in a manner other than in (i) above without the consent of the Holders of Certificates evidencing not less than 66-2/3% of the Percentage Interests Voting Rights of each such Class and (iii) reduce the aforesaid percentages of Certificates affected thereby. Any such consent by Voting Rights, the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of which are required to consent to any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstancesamendment, without the consent of 100% of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.affected

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and Servicer, the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Certificate Registrar Trustee and any agent of the Company, the Master Servicer, the Trustee Securities Administrator, the Servicer or the Certificate Registrar Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in Servicer or its designee or the Class C Certificates (the "Majority Class C Certificateholder") Master Servicer from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder Servicer, or, if the Servicer does not exercise this right, the Master Servicer to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on or after the first Distribution Date on which the aggregate unpaid balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to a purchase by the Servicer, or on or after the first Distribution Date upon on which the proceeds aggregate unpaid principal balance of any such purchase are distributed the Mortgage Loans is less than ten or equal to five percent of the aggregate Stated Principal Balance of the Mortgage Loans at as of the Cut-off DateDate with respect to a purchase by the Master Servicer. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates evidencing in the aggregate not less than entitled to at least 66-2/3% of the Percentage Interests of each Class of Certificates affected therebyVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeTrustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only as registered Certificates without coupons in Classes and in denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchangeexchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewithwith any transfer or exchange of Certificates. The CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Trustee nor Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii) the Trust Fund (or purchase by the disposition party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all REO Property the Mortgage Loans and all property acquired in respects hereof)respect of such Mortgage Loans. The Agreement permits, but does not require, the Majority Class C Certificateholder party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO PropertyAgreement. The exercise of such right will effect early retirement of the Certificates; providedhowever, that any such option may only be exercised if right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans as at the time of the Distribution Date upon which the proceeds of any such purchase are distributed is being less than ten percent 10% of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the TrusteeCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect, thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the CompanyDepositor, the Master Servicer and Servicer, the NIMS Insurer (if any), the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the CompanyDepositor, the Master Servicer Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates evidencing in the aggregate not less than entitled to at least 66-2/3% of the Percentage Interests of each Class of Certificates affected therebyVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeTrustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only as registered Certificates without coupons in Classes and in denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchangeexchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewithwith any transfer or exchange of Certificates. The CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the CompanyDepositor, the Master Servicer, the Trustee Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Trustee nor Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii) the Trust Fund (or purchase by the disposition party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all REO Property the Mortgage Loans and all property acquired in respects hereof)respect of such Mortgage Loans. The Agreement permits, but does not require, the Majority Class C Certificateholder party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO PropertyAgreement. The exercise of such right will effect early retirement of the Certificates; providedhowever, that any such option may only be exercised if right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans as at the time of the Distribution Date upon which the proceeds of any such purchase are distributed is being less than ten percent 10% of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the TrusteeCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any such option may only be exercised if on the earlier of (i) on and after the Distribution Date occurring in January 2006, the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten twenty percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off DateDate and (ii) the Distribution Date occurring in July 2013. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee Securities Administrator and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Trustee, the Securities Administrator and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee Trustee, the Securities Administrator or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by (A) the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") or (B) Countrywide Home Loans Servicing LP from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder or Countrywide Home Loans Servicing LP to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on the Distribution Date after the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent (in the case of the Majority Class C Certificateholder) or five percent (in the case of Countrywide Home Loans Servicing LP) of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and Servicer, the Securities Administrator, the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Certificate Registrar Trustee and any agent of the Company, the Master Servicer, the Trustee Securities Administrator, the Servicer or the Certificate Registrar Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in Servicer or its designee or the Class C Certificates (the "Majority Class C Certificateholder") Master Servicer from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder Servicer, or, of the Servicer does not exercise this right, the Master Servicer to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on or after the first Distribution Date on which the aggregate unpaid balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to a purchase by the Servicer, or on or after the first Distribution Date upon on which the proceeds aggregate unpaid principal balance of any such purchase are distributed the Mortgage Loans is less than ten or equal to five percent of the aggregate Stated Principal Balance of the Mortgage Loans at as of the Cut-off DateDate with respect to a purchase by the Master Servicer. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee Securities Administrator and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Trustee, the Securities Administrator and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee Trustee, the Securities Administrator or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by (A) the Holder of at least 50.01% Percentage Interest in the Class C Certificates (the "Majority Class C Certificateholder") or (B) Countrywide Home Loans Servicing LP from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereof). The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an all REO Property; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.the

of the Agreement. The Trustee shall distribute from the Certificate Account, to the extent of available funds, on the 25th day of each calendar month, or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (the "Distribution Date"), commencing July 27, 1998, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (each a "Record Date"), distributions of interest in an amount equal to the Class S Interest Distribution Amount for such Distribution Date. Not later than each Distribution Date, the Trustee will send to each Certificateholder a statement containing information relating to the Mortgage Loans and payments made to Certificateholders. Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if such Holder holds all of the Certificates of this Class, by wire transfer in immediately available funds to the account of such Certificateholder designated in writing to the Trustee at least five Business Days prior to the applicable Record Date. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. The Agreement permits, with certain exceptions as therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the Company, the Master Servicer Depositor and the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer Depositor and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66- 2/3% of the Voting Rights of all the Certificates; provided, however, that no such amendment may (i) reduce in any manner the aggregate amount of, delay the timing of or change the manner in which payments received on Mortgage Loans are required to be distributed in respect of any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of a Class of Certificates in a manner other than in (i) above without the consent of the Holders of Certificates evidencing not less than 66-2/3% of the Percentage Interests Voting Rights of each such Class and (iii) reduce the aforesaid percentages of Voting Rights, the holders of which are required to consent to any such amendment, without the consent of 100% of the Holders of Certificates of the Class affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof Depositor and the Trustee to amend certain terms and conditions set forth in certain circumstances the Agreement without the consent of Holders of the Certificates. At any time that any of the Class A Certificates are outstanding, 98% of all Voting Rights will be allocated to the Holders of any of the Certificates andClass A certificates, in certain additional circumstancesproportion to their then outstanding Certificate Principal Balances, without the consent 1% of all Voting Rights will be allocated to the Holders of certain Classes the Class S Certificates and 1% of all Voting Rights will be allocated to the Holders of the Class R Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in on the Certificate Register upon surrender of this Certificate for registration of transfer at the offices office or agencies appointed by agency of the TrusteeTrustee designated therefor, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in a form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such HolderXxxxxx's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and of authorized denominations, and for the same aggregate Percentage Interest interest in the Trust Fund will be issued to the designated transferee or transferees. The Class S Certificates are issuable only as will be issued in fully registered Certificates without coupons form in Classes minimum Percentage Interests of 20% and in denominations specified in the Agreementintegral multiples thereof. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are this Certificate is exchangeable for one or more new Certificates of authorized denominations evidencing the same Class and of authorized Percentage Interests evidencing a like aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration registrations of transfer transfers or exchangeexchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent thereof shall be affected by notice to the contrary. This Certificate shall be governed by The obligations and construed in accordance with the laws responsibilities of the State of New York. The obligations Depositor and the Trustee created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall will terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (ia) the purchase by the Holder of at least 50.01% Percentage Interest in the Class C R Certificates (the "Majority Class C Certificateholder") from the Trust Fund of all remaining Mortgage Loans and each REO Property all property acquired in respect thereof remaining in the Trust Fundof such Mortgage Loans, thereby effecting early retirement of the Certificates and Certificates, or (iib) the final payment maturity or other liquidation (or any Advance advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or and the disposition of all REO Property property acquired upon foreclosure or deed in respects hereof)lieu of foreclosure of any Mortgage Loan. The Agreement permits, but does not require, the Majority Class C Certificateholder to purchase at a price determined as As provided in the Agreement Agreement, the right to purchase all remaining Mortgage Loans an all REO Property; providedpursuant to clause (a) above shall be conditioned upon the unpaid Principal Balances of such Mortgage Loans, that any such option may only be exercised if at the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds time of any such purchase are distributed is repurchase, aggregating less than ten percent or equal to 5% of the aggregate Stated Principal Balance Balances thereof as of the Mortgage Loans at the Cut-off Date. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. If the terms hereof are inconsistent with the Agreement, the Agreement shall control. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose. The recitals contained herein shall be taken as statements of the Depositor and not of the Trustee. The Trustee assumes no responsibility for the correctness of the statements contained in this Certificate and makes no representation as to the validity or sufficiency of the Agreement, this Certificate, any Mortgage Loan or any related document.

of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and Servicer, the Trustee and the rights of the Certifrcateholders Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee Securities Administrator, the Servicer and the Certificate Registrar Trustee and any agent of the Company, the Master Servicer, the Trustee Securities Administrator, the Servicer or the Certificate Registrar Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the purchase by the Holder of at least 50.01% Percentage Interest in Servicer or its designee or the Class C Certificates (the "Majority Class C Certificateholder") Master Servicer from the Trust Fund of all remaining Mortgage Loans and each REO Property in respect thereof remaining in the Trust Fund, thereby effecting early retirement of the Certificates and (ii) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respects hereofrespect thereof). The Agreement permits, but does not require, the Majority Class C Certificateholder Servicer, or, if the Servicer does not exercise this right, the Master Servicer to purchase at a price determined as provided in the Agreement all remaining Mortgage Loans an and all REO Property; provided, that any such option may only be exercised if on or after the first Distribution Date on which the aggregate unpaid balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to a purchase by the Servicer, or on or after the first Distribution Date upon on which the proceeds aggregate unpaid principal balance of any such purchase are distributed the Mortgage Loans is less than ten or equal to five percent of the aggregate Stated Principal Balance of the Mortgage Loans at as of the Cut-off DateDate with respect to a purchase by the Master Servicer. Unless the certificate of authentication hereon has been executed by the TrusteeSecurities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.